<PAGE>

      As filed with the Securities and Exchange Commission on May 9, 1997.

                                                       Registration No. 333- 
================================================================================

                       Securities and Exchange Commission
                             Washington, D.C. 20549
                               ------------------

                                    FORM S-8
             Registration Statement Under The Securities Act of 1933
                               ------------------

                         Minnesota Power & Light Company
             (Exact name of registrant as specified in its charter)
                               ------------------

            Minnesota                                 41-0418150
(State or other jurisdiction of            (I.R.S. Employer Identification No. )
 incorporation or organization)

                             30 West Superior Street
                             Duluth, Minnesota 55802
                                 (218) 722-2641
       (Address,  including zip code, and telephone number, including area code,
of registrant's principal executive offices)
                               ------------------ 


                    Minnesota Power and Affiliated Companies
                          Supplemental Retirement Plan
                              (Full Title of Plan)
                               ------------------ 

      DAVID G. GARTZKE                PHILIP R. HALVERSON, ESQ.               
Senior Vice President-Finance      Vice President, General Counsel            
 and Chief Financial Officer                and Secretary                     
   30 West Superior Street             30 West Superior Street                
  Duluth, Minnesota  55802            Duluth, Minnesota  55802                
       (218) 722-2641                      (218) 722-2641


   JAMES K. VIZANKO                   ROBERT J. REGER, JR., ESQ.
       Treasurer                           Reid & Priest LLP    
30 West Superior Street                   40 West 57th Street   
Duluth, Minnesota 55802                New York, New York 10019 
    (218) 722-2641                          (212) 603-2000      
                                      
(Names, addresses and telephone numbers, including area codes, of agents for
 service)
                               ------------------ 

<TABLE>

                                                  Calculation of Registration Fee
====================================================================================================================================
<CAPTION>
                                                                     Proposed        Proposed maximum
                                                                     maximum            aggregate
     Title of securities             Amount to be registered      offering price     offering price       Amount of registration
     to be registered                       <F1><F2>                 per unit <F3>            <F3>                 fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                          <C>                <C>                  <C>
Common Stock, without par value       556,189  Shares                 $28.3125            $15,747,102             $4,772
Preferred Share Purchase Rights       556,189  Rights <F4>                 -                      -                   - <F5>
====================================================================================================================================
<FN>

<F1>    In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933,
        as amended,  this  registration  statement also covers an  indeterminate
        amount of  interests  to be offered or sold  pursuant  to the  Minnesota
        Power and Affiliated Companies Supplemental Retirement Plan.

<F2>    In addition,  pursuant to Rule 416(a) under the  Securities Act of 1933,
        as amended,  this  registration  statement  also  covers any  additional
        securities  to be offered or issued in  connection  with a stock  split,
        stock dividend or similar  transaction.

<F3>    Estimated  solely for the purpose of calculating the  registration  fee,
        pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
        the basis of the average of the high and low prices of the  registrant's
        Common  Stock on the New York Stock  Exchange  composite  tape on May 2,
        1997.

<F4>    The Preferred  Share Purchase  Rights (the "Rights") are attached to and
        will trade with the Common Stock. The value attributable to the Rights,
        if any, is reflected in the market price of the Common Stock.

<F5>    Since  no  separate   consideration  is  paid  for  the  Rights,  the
        registration  fee for such  securities  is  included  in the fee for the
        Common Stock.
</FN>
</TABLE>

================================================================================

<PAGE>

                    Minnesota Power and Affiliated Companies
                          Supplemental Retirement Plan

           Part II. Information Required in the Registration Statement


Item 3.    Incorporation of Documents by Reference.

     The  following   documents   filed  by  Minnesota  Power  &  Light  Company
("Company")  and the  Minnesota  Power  and  Affiliated  Companies  Supplemental
Retirement   Plan  ("Plan")  with  the   Securities   and  Exchange   Commission
("Commission")  pursuant  to the  Securities  Exchange  Act of 1934,  as amended
("Exchange Act"), are incorporated herein by reference:

         (1)   The Company's Annual Report on Form 10-K for the year ended
               December 31,  1996 ("1996 Form 10-K");

         (2)   The Company's Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1997;

         (3)   The Company's Current Report on Form 8-K dated March 19, 1997
               and

         (4) The Plan's Annual  Report on Form 11-K for the year ended
             December 31, 1995.

     All  documents  subsequently  filed by the Company or the Plan  pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing of such documents;  provided,  however,  that the
documents  enumerated  in  items  1,2 and 3 above or  subsequently  filed by the
Company  pursuant to Section 13 of the Exchange Act prior to the filing with the
Commission of the Company's  most recent Annual Report on Form 10-K shall not be
incorporated  by  reference in this  registration  statement or be a part hereof
from and after the  filing of such  Annual  Report on Form  10-K;  and  provided
further that the document  listed in item 4 above or  subsequently  filed by the
Plan  pursuant to Section 15(d) of the Exchange Act prior to the filing with the
Commission  of the Plan's  most recent  Annual  Report on Form 11-K shall not be
incorporated  by  reference in this  registration  statement or be a part hereof
from and after the filing of such Annual Report on Form 11-K.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other  subsequently filed document which is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.    Description of Securities.

     Description of Common Stock
     ---------------------------

     General.  The following  statements relating to the Common Stock are merely
an  outline  and do not  purport to be  complete.  They are  qualified  in their
entirety by reference to the Company's  Articles of Incorporation (the "Articles
of Incorporation") and the Mortgage and Deed of Trust of the Company.  Reference
is also made to the laws of the State of Minnesota.

     The Company's  authorized  capital stock  consists of 65,000,000  shares of
Common Stock,  without par value, 116,000 shares of 5% Preferred Stock, $100 par
value,  1,000,000  shares of Serial  Preferred  Stock,  without  par value,  and
2,500,000 shares of Serial Preferred Stock A, without par value.

                                      II-1
<PAGE>

     Dividend  Rights.  The Common Stock is entitled to all dividends after full
provision for dividends on the issued and outstanding  Preferred  Stocks and the
sinking fund  requirements  of the Serial  Preferred  Stock A, $7.125 Series and
$6.70 Series.

     The  Articles of  Incorporation  provide  that so long as any shares of the
Company's  Preferred Stocks are outstanding,  cash dividends on Common Stock are
restricted  to 75 percent of available net income when Common Stock equity is or
would   become  less  than  25  percent  but  more  than  20  percent  of  total
capitalization. This restriction becomes 50 percent when such equity is or would
become less than 20 percent.  See Note 7 to  Consolidated  Financial  Statements
incorporated by reference in the Company's 1996 Form 10-K.

     Voting Rights (Non-Cumulative Voting). Holders of Common Stock are entitled
to notice of and to vote at any  meeting of  shareholders.  Each share of Common
Stock, as well as each share of the issued and outstanding  Preferred Stocks, is
entitled to one vote.  Since the  holders of such shares do not have  cumulative
voting  rights,  the  holders of more than 50  percent of the shares  voting can
elect  all  the  Company's  directors,  and in such  event  the  holders  of the
remaining  shares voting (less than 50 percent)  cannot elect any directors.  In
addition,  the Preferred Stocks are expressly entitled, as one class, to elect a
majority  of the  directors  (the  Common  Stock,  as one  class,  electing  the
minority) whenever dividends on any of such Preferred Stocks shall be in default
in the amount of four quarterly payments and thereafter until all such dividends
in default shall have been paid. The Articles of Incorporation  include detailed
procedures and other provisions  relating to these rights and their termination,
such as quorums, terms of directors elected,  vacancies, class voting as between
Preferred Stocks and Common Stock, meetings, adjournments and other matters.

     The Articles of  Incorporation  contain  certain  provisions  which make it
difficult to obtain control of the Company through  transactions  not having the
approval of the Board of Directors, including:

         (1)  A provision  requiring the  affirmative  vote of 75 percent of the
              outstanding shares of all classes of capital stock of the Company,
              present  and  entitled  to vote,  in order  to  authorize  certain
              "Business Combinations." Any such Business Combination is required
              to meet certain "fair price" and procedural requirements.  Neither
              a 75 percent stockholder vote nor "fair price" is required for any
              Business  Combination which has been approved by a majority of the
              "Disinterested Directors."

         (2)  A provision  permitting a majority of the Disinterested  Directors
              to determine whether the above requirements have been satisfied.

         (3)  A   provision   providing   that   certain  of  the   Articles  of
              Incorporation  cannot be altered unless  approved by 75 percent of
              the  outstanding  shares of all classes of capital stock,  present
              and entitled to vote, unless such alteration is recommended to the
              shareholders by a majority of the Disinterested Directors.

          Liquidation  Rights.  After  satisfaction  of  creditors  and  of  the
preferential  liquidation  rights of the outstanding  Preferred Stocks ($100 per
share plus unpaid  accumulated  dividends),  the holders of the Common Stock are
entitled to share ratably in the distribution of all remaining assets.

     Miscellaneous.  Holders of Common Stock have no preemptive or conversion
rights.

     The Common Stock is listed on the New York Stock Exchange.

     The transfer agents and registrars for the Common Stock are Norwest Bank
Minnesota, N.A. and the Company.

     Description of Preferred Share Purchase Rights
     ----------------------------------------------

     Reference is made to the Rights  Agreement,  dated as of July 24, 1996 (the
"Rights Plan")  between the Company and the Secretary of the Company,  as Rights
Agent.  The  description  of the Rights set forth

                                      II-2

<PAGE>

below does not  purport to be  complete  and is  qualified  in its  entirety  by
reference to the Rights Plan. Reference is also made to the laws of the State of
Minnesota.

     On July 24, 1996, the Board of Directors of the Company declared a dividend
distribution  of one  Right  for  each  outstanding  share  of  Common  Stock to
shareholders  of record at the close of business  on July 24, 1996 (the  "Record
Date") and  authorized  the  issuance of one Right with respect to each share of
Common Stock that becomes  outstanding between the Record Date and July 23, 2006
or such earlier time as the Rights are redeemed. Except as described below, each
Right,  when  exercisable,  entitles the registered  holder to purchase from the
Company one one-hundredth of a share of Junior Serial Preferred Stock A, without
par value  (the  "Serial  Preferred"),  at a price of $90 per one  one-hundredth
share (the "Purchase Price"), subject to adjustment.

     Initially,  the  Rights  will  attach  to  all  Common  Stock  certificates
representing shares then outstanding, and no separate Right Certificates will be
distributed.  The Rights  will be  evidenced  by the Common  Stock  certificates
together  with  a copy  of the  Summary  of  Rights  Plan  and  not by  separate
certificates  until  the  earlier  to  occur of (i) 10 days  following  a public
announcement  that a person or group of  affiliated  or  associated  persons (an
"Acquiring Person") has acquired,  or obtained the right to acquire,  beneficial
ownership of 15 percent or more of the  outstanding  shares of Common Stock (the
"Stock Acquisition Date") or (ii) 15 business days (or such later date as may be
determined by action of the Board of Directors prior to the time that any person
becomes  an  Acquiring  Person)  following  the  commencement  of  (or a  public
announcement  of an  intention  to make) a tender or  exchange  offer  if,  upon
consummation  thereof,  such person or group would be the beneficial owner of 15
percent or more of such outstanding  shares of Common Stock (the earlier of such
dates being called the Distribution Date).

     Until the  Distribution  Date, the Rights will be transferred with and only
with the Common  Stock.  Until the  Distribution  Date (or  earlier  redemption,
expiration or termination of the Rights),  the transfer of any  certificates for
Common  Stock,  with or without a copy of the Summary of Rights Plan,  will also
constitute  the  transfer  of  the  Rights  associated  with  the  Common  Stock
represented  by  such  certificates.   As  soon  as  practicable  following  the
Distribution  Date,  separate  certificates  evidencing  the Rights  (the "Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter,  such separate Right
Certificates alone will evidence the Rights.

     Each  whole  share of Serial  Preferred  will  have a minimum  preferential
quarterly  dividend  rate equal to the  greater of $51 per share or,  subject to
anti-dilution  adjustment,  100 times the dividend declared on the Common Stock.
In the event of  liquidation,  no  distribution  will be made to the  holders of
Common Stock unless,  prior  thereto,  the holders of the Serial  Preferred have
received a  liquidation  preference  of $100 per share,  plus accrued and unpaid
dividends.  Holders of the Serial Preferred will be entitled to notice of and to
vote at any meeting of the  Company's  shareholders.  Each whole share of Serial
Preferred  is entitled to one vote.  Such shares do not have  cumulative  voting
rights. The Serial Preferred, together with the issued and outstanding shares of
the other Preferred Stocks of the Company,  will be expressly  entitled,  as one
class, to elect a majority of directors (the Common Stock electing the minority)
whenever  dividends  on any of the  Preferred  Stocks shall be in default in the
amount of four  quarterly  payments and  thereafter  until all such dividends in
default shall have been paid. In the event of any merger, consolidation or other
transaction  in which shares of Common Stock are exchanged for or converted into
other securities  and/or property,  each whole share of Serial Preferred will be
entitled to receive, subject to anti-dilution  adjustment,  100 times the amount
into which or for which each share of Common Stock is so exchanged or converted.
The shares of Serial Preferred are not redeemable by the Company.

     The Rights are not exercisable  until the Distribution Date and will expire
at the  earliest of (i) July 23, 2006 (the "Final  Expiration  Date"),  (ii) the
redemption  of the  Rights by the  Company  as  described  below,  and (iii) the
exchange of all Rights for Common Stock as described below.

     In the event that any person (other than the Company, its affiliates or any
person receiving  newly-issued shares of Common Stock directly from the Company)
becomes  the  beneficial  owner of 15  percent  or more of the then  outstanding
shares of Common Stock,  each holder of a Right will  thereafter have a right to
receive,  upon exercise at the then current exercise price of the Right,  Common
Stock (or, in certain  circumstances,  cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right.  The
Rights  Plan  contains an  exemption  for any  issuance  of Common

                                      II-3

<PAGE>

Stock by the Company directly to any person (for example, in a private placement
or  an   acquisition   by  the  Company  in  which   Common  Stock  is  used  as
consideration),  even if that person  would  become the  beneficial  owner of 15
percent or more of the Common Stock,  provided that such person does not acquire
any additional shares of Common Stock.

     In the event that, at any time  following the Stock  Acquisition  Date, the
Company is acquired in a merger or other business combination  transaction or 50
percent  or more of the  Company's  assets or  earning  power  are sold,  proper
provision will be made so that each holder of a Right will  thereafter  have the
right to receive, upon exercise at the then current exercise price of the Right,
common stock of the acquiring or surviving  company  having a value equal to two
times the exercise price of the Right.

     Notwithstanding  the  foregoing,  following  the  occurrence  of any of the
events set forth in the preceding two paragraphs (the "Triggering Events"),  any
Rights that are, or (under certain  circumstances  specified in the Rights Plan)
were,  beneficially  owned by any Acquiring Person will immediately  become null
and void.

     The Purchase Price payable, and the number of shares of Serial Preferred or
other securities or property issuable,  upon exercise of the Rights, are subject
to adjustment from time to time to prevent dilution,  among other circumstances,
in the event of a stock  dividend  on,  or a  subdivision,  split,  combination,
consolidation or reclassification  of, the Serial Preferred or the Common Stock,
or a reverse split of the outstanding  shares of Serial  Preferred or the Common
Stock.

     At any time after the  acquisition  by a person or group of  affiliated  or
associated  persons  of  beneficial  ownership  of 15  percent  or  more  of the
outstanding Common Stock and prior to the acquisition by such person or group of
50 percent or more of the outstanding  Common Stock,  the Board of Directors may
exchange the Rights (other than Rights owned by such person or group, which have
become void),  in whole or in part, at an exchange  ratio of one share of Common
Stock per Right (subject to adjustment).

     With  certain  exceptions,  no  adjustment  in the  Purchase  Price will be
required  until  cumulative  adjustments  require an  adjustment of at least one
percent  in the  Purchase  Price.  The  Company  will not be  required  to issue
fractional  shares of Serial  Preferred or Common Stock (other than fractions in
multiples of one  one-hundredths  of a share of Serial  Preferred)  and, in lieu
thereof,  an  adjustment  in cash may be made based on the  market  price of the
Serial  Preferred  or Common Stock on the last trading date prior to the date of
exercise.

     At any time after the date of the Rights  Plan until the time that a person
becomes an Acquiring  Person,  the Board of  Directors  may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the  "Redemption  Price"),
which may (at the option of the Company) be paid in cash, shares of Common Stock
or other  consideration  deemed appropriate by the Board of Directors.  Upon the
effectiveness of any action of the Board of Directors ordering redemption of the
Rights,  the Rights will  terminate  and the only right of the holders of Rights
will be to receive the Redemption Price.

     Issuance of Serial  Preferred or Common  Stock upon  exercise of the Rights
will be  subject  to any  necessary  regulatory  approvals.  Until  a  Right  is
exercised,  the holder thereof, as such, will have no rights as a shareholder of
the  Company,  including,  without  limitation,  the right to vote or to receive
dividends.  One million shares of Serial Preferred will be reserved for issuance
in the event of exercise of the Rights.

     The  provisions  of the Rights Plan may be amended by the  Company,  except
that any  amendment  adopted  after the time that a person  becomes an Acquiring
Person may not adversely affect the interests of holders of Rights.

     The Rights  have  certain  anti-takeover  effects.  The  Rights  will cause
substantial  dilution to a person or group that  attempts to acquire the Company
without  conditioning  the offer on the Rights being  redeemed or a  substantial
number of Rights being  acquired,  and under  certain  circumstances  the Rights
beneficially  owned by such a person or group may become void. The Rights should
not  interfere  with any merger or other  business  combination  approved by the
Board of Directors  because,  if the Rights would become exercisable as a result
of such  merger or  business  combination,  the Board of  Directors  may, at its
option,  at any time  prior to the time that any  person  becomes  an  Acquiring
Person, redeem all (but not less than all) of the then outstanding Rights at the
Redemption Price.

                                      II-4


<PAGE>

Item 5. Interests of Named Experts and Counsel.

     The  Company's  consolidated  financial  statements  incorporated  in  this
registration  statement by reference to the  Company's  1996 Form 10-K have been
audited  by  Price  Waterhouse  LLP,  independent  accountants.  Such  financial
statements  have  been so  incorporated  in  reliance  on the  report  of  Price
Waterhouse  LLP,  given on the authority of said firm as experts in auditing and
accounting.

     The  financial   statement  schedule   incorporated  in  this  registration
statement by reference to the Company's 1996 Form 10-K has been so  incorporated
in  reliance on the report of Price  Waterhouse  LLP,  independent  accountants,
given on the authority of said firm as experts in auditing and accounting.

     The financial  statements  incorporated in this  registration  statement by
reference  to  the  Minnesota  Power  and  Affiliated   Companies   Supplemental
Retirement  Plan's  Annual  Report on Form 11-K for the year ended  December 31,
1995 have been so  incorporated  in reliance  on the report of Price  Waterhouse
LLP, independent accountants,  given on the authority of said firm as experts in
auditing and accounting.

     The  statements  as  to  matters  of  law  and  legal   conclusions   under
"Description  of Common  Stock" and  "Description  of Preferred  Share  Purchase
Rights" in this registration  statement and in the documents incorporated herein
by reference have been reviewed by Philip R. Halverson, Esq., Duluth, Minnesota,
Vice President,  General Counsel and Secretary of the Company, and are set forth
or incorporated by reference  herein in reliance upon his opinion given upon his
authority as an expert.

     As of April 30, 1997 Mr. Halverson owned  approximately 4,526 shares of the
Common Stock of the Company.  Mr.  Halverson is regularly  acquiring  additional
shares of Common Stock as a  participant  in the Plan,  as well as the Company's
Employee Stock Purchase Plan and Employee Stock Ownership Plan.

Item 6.    Indemnification of Directors and Officers.

     Section  302A.521  of the  Minnesota  Business  Corporation  Act  generally
provides  for the  indemnification  of  directors,  officers or  employees  of a
corporation  made or  threatened to be made a party to a proceeding by reason of
the  former or  present  official  capacity  of the  person  against  judgments,
penalties and fines  (including  attorneys' fees and  disbursements)  where such
person,  among other things,  has not been indemnified by another  organization,
acted in good faith,  received no improper  personal benefit and with respect to
any  criminal  proceeding,  had no  reasonable  cause to believe his conduct was
unlawful.

     Section 13 of the Bylaws of the Company  contains the following  provisions
relative to indemnification of directors and officers:

     "The Company shall  reimburse or indemnify each present and future director
and officer of the Company (and his or her heirs,  executors and administrators)
for or against all expenses  reasonably  incurred by such director or officer in
connection  with or arising out of any action,  suit or proceeding in which such
director or officer may be involved by reason of being or having been a director
or officer of the Company. Such indemnification for reasonable expenses is to be
to the fullest  extent  permitted by the  Minnesota  Business  Corporation  Act,
Minnesota  Statutes  Chapter 302A. By affirmative vote of the Board of Directors
or with  written  approval of the  Chairman and Chief  Executive  Officer,  such
indemnification  may be extended  to include  agents and  employees  who are not
directors or officers of the Company, but who would otherwise be indemnified for
acts and omissions under Chapter 302A of the Minnesota Business Corporation Act,
if such agent or employee were an officer of the Company."

     "Reasonable  expenses  may include  reimbursement  of  attorney's  fees and
disbursements,  including  those  incurred  by a person  in  connection  with an
appearance as a witness."

     "Upon written request to the Company and approval by the Chairman and Chief
Executive  Officer,  an agent or  employee  for  whom  indemnification  has been
extended,  or an officer or  director  may  receive  an advance  for  reasonable
expenses if such agent,  employee,  officer or director is made or threatened to
be

                                      II-5

<PAGE>

made a party to a proceeding involving a matter for which  indemnification is
believed to be available under Minnesota Statutes Chapter 302A."

     "The  foregoing  rights shall not be exclusive of other rights to which any
director or officer may otherwise be entitled and shall be available  whether or
not the director or officer continues to be a director or officer at the time of
incurring such expenses and liabilities."

     The Company has insurance  covering its  expenditures  which might arise in
connection  with the lawful  indemnification  of its  directors and officers for
their  liabilities  and  expenses,  and insuring  officers and  directors of the
Company against certain other liabilities and expenses.

Item 8. Exhibits

Exhibit
Number
-------

     *2  -    Agreement  and Plan of Merger by and  among  Minnesota  Power &
              Light Company,  AC Acquisition  Sub, Inc.,  ADESA  Corporation and
              Certain  ADESA  Management  Shareholders  dated  February 23, 1995
              (filed  as  Exhibit 2 to Form 8-K dated  March 3,  1995,  File No.
              1-3548).

 *3(a)1  -    Articles of Incorporation, restated as of July 27, 1988 (filed as
              Exhibit 3(a), File No. 33-24936).

 *3(a)2  -    Certificate  Fixing Terms of Serial  Preferred  Stock A, $7.125
              Series (filed as Exhibit 3(a)2,  File No. 33-50143).

 *3(a)3  -    Certificate  Fixing Terms of Serial  Preferred  Stock A, $6.70
              Series (filed as Exhibit  3(a)3,  File No. 33-50143).

 *3(b)   -    Bylaws as amended January 23, 1991 (filed as Exhibit 3(b), File
              No. 33-45549).

 *4(a)1  -    Mortgage and Deed of Trust, dated as of September 1, 1945, between
              the Company and Irving Trust Company (now The Bank of New York)
              and Richard H. West (W.T. Cunningham, successor), Trustees (filed
              as Exhibit 7(c), File No. 2-5865).

 *4(a)2  -    Supplemental Indentures to Mortgage and Deed of Trust:

              Number        Dated as of         Reference File           Exhibit
              ------        -----------         --------------           -------

              First         March 1, 1949       2-7826                     7(b)
              Second        July 1, 1951        2-9036                     7(c)
              Third         March 1, 1957       2-13075                    2(c)
              Fourth        January 1, 1968     2-27794                    2(c)
              Fifth         April 1, 1971       2-39537                    2(c)
              Sixth         August 1, 1975      2-54116                    2(c)
              Seventh       September 1, 1976   2-57014                    2(c)
              Eighth        September 1, 1977   2-59690                    2(c)
              Ninth         April 1, 1978       2-60866                    2(c)
              Tenth         August 1, 1978      2-62852                    2(d)2
              Eleventh      December 1, 1982    2-56649                    4(a)3
              Twelfth       April 1, 1987       33-30224                   4(a)3
              Thirteenth    March 1, 1992       33-47438                   4(b)
              Fourteenth    June 1, 1992        33-55240                   4(b)
              Fifteenth     July 1, 1992        33-55240                   4(c)
              Sixteenth     July 1, 1992        33-55240                   4(d)
              Seventeenth   February 1, 1993    33-50143                   4(b)
              Eighteenth    July 1, 1993        33-50143                   4(c)
              Nineteenth    February 1, 1997    1-3548 (1996 Form 10-K)    4(a)3

                                      II-6

<PAGE>

Exhibit
Number
------
  *4(b)  -    Mortgage  and Deed of Trust,  dated as of March 1,  1943,  between
              Superior Water,  Light and Power Company and Chemical Bank & Trust
              Company and Howard B. Smith, as Trustees,  both succeeded by First
              Bank N.A., as Trustee (filed as Exhibit 7(c), File No. 2-8668), as
              supplemented and modified by First Supplemental  Indenture thereto
              dated as of March 1, 1951  (filed  as  Exhibit  2(d)(1),  File No.
              2-59690),  Second Supplemental Indenture thereto dated as of March
              1,  1962  (filed  as  Exhibit  2(d)1,  File  No.  2-27794),  Third
              Supplemental  Indenture  thereto  dated  July 1,  1976  (filed  as
              Exhibit 2(e)1, File No. 2-57478),  Fourth  Supplemental  Indenture
              thereto dated as of March 1, 1985 (filed as Exhibit 4(b), File No.
              2-78641)  and Fifth  Supplemental  Indenture  thereto  dated as of
              December 1, 1992 (filed as Exhibit 4(b)1 to Form 10-K for the year
              ended December 31, 1992, File No. 1-3548).

 *4(b)1  -    Sixth  Supplemental  Indenture,  dated  as of  March  24,  1994,
              between Superior Water,  Light and Power Company and Chemical Bank
              (formerly   Chemical  Bank  &  Trust   Company)  and  Peter  Morse
              (successor to Howard B. Smith),  Trustees  (filed as Exhibit 4(b)1
              to Form  10-K for the  year  ended  December  31,  1996,  File No.
              1-3548).

 *4(b)2  -    Seventh  Supplemental  Indenture,  dated as of November 1, 1994,
              between Superior Water,  Light and Power Company and Chemical Bank
              (formerly   Chemical  Bank  &  Trust   Company)  and  Peter  Morse
              (successor to Howard B. Smith),  Trustees  (filed as Exhibit 4(b)2
              to Form  10-K for the  year  ended  December  31,  1996,  File No.
              1-3548).

 *4(b)3  -    Eighth  Supplemental  Indenture,  dated as of  January  1, 1997,
              between  Superior  Water,  Light and Power  Company and First Bank
              N.A.  Trustee  (filed as  Exhibit  4(b)3 to Form 10-K for the year
              ended December 31, 1996, File No. 1-3548).

  *4(c)  -    Indenture,  dated as of March 1, 1993,  between  Southern States
              Utilities,  Inc.  (now Florida  Water  Services  Corporation)  and
              Nationsbank of Georgia,  National  Association (now SunTrust Bank,
              Central Florida,  N.A.), as Trustee (filed as Exhibit 4(d) to Form
              10-K for the year ended December 31, 1992, File No. 1-3548).

 *4(c)1  -    First Supplemental Indenture, dated as of March 1, 1993, between
              Southern  States  Utilities,  Inc.  (now  Florida  Water  Services
              Corporation) and Nationsbank of Georgia, National Association (now
              SunTrust  Bank,  Central  Florida,  N.A.),  as  Trustee  (filed as
              Exhibit  4(c)1 to Form 10-K for the year ended  December 31, 1996,
              File No. 1-3548).

 *4(c)2  -    Second  Supplemental  Indenture,  dated as of  March  31,  1997,
              between  Southern  States  Utilities,   Inc.  (now  Florida  Water
              Services   Corporation)  and  Nationsbank  of  Georgia,   National
              Association (now SunTrust Bank, Central Florida, N.A.), as Trustee
              (filed as Exhibit 4 to Form 10-Q for the  quarter  ended March 31,
              1997, File No. 1-3548).

  *4(d)  -    Amended and Restated Trust Agreement, dated as of March 1, 1996,
              relating to MP&L  Capital I's 8.05%  Cumulative  Quarterly  Income
              Preferred Securities,  between the Company, as Depositor,  and The
              Bank of New  York,  The Bank of New  York  (Delaware),  Philip  R.
              Halverson,  David G.  Gartzke  and James K.  Vizanko,  as Trustees
              (filed as Exhibit  4(a) to Form 10-Q for the  quarter  ended March
              31, 1996, File No. 1-3548).

  *4(e)  -    Amendment  No. 1, dated April 11, 1996,  to Amended and Restated
              Trust  Agreement,  dated  as of March 1,  1996,  relating  to MP&L
              Capital I's 8.05% Cumulative Quarterly Income Preferred Securities
              (filed as Exhibit  4(b) to Form 10-Q for the  quarter  ended March
              31, 1996, File No. 1-3548).

  *4(f)  -    Indenture,  dated as of March 1, 1996, relating to the Company's
              8.05% Junior Subordinated Debentures,  Series A, Due 2015, between
              the Company and The Bank of New York, as Trustee (filed as Exhibit
              4(c) to Form 10-Q for the quarter  ended March 31, 1996,  File No.
              1-3548).

                                      II-7

<PAGE>

Exhibit
Number
------

  *4(g)  -    Guarantee Agreement, dated as of March 1, 1996, relating to MP&L
              Capital   I's  8.05%   Cumulative   Quarterly   Income   Preferred
              Securities, between the Company, as Guarantor, and The Bank of New
              York,  as  Trustee  (filed  as  Exhibit  4(d) to Form 10-Q for the
              quarter ended March 31, 1996, File No. 1-3548).

  *4(h) -     Agreement as to Expenses and Liabilities,  dated as of March 20,
              1996,  relating  to MP&L  Capital I's 8.05%  Cumulative  Quarterly
              Income Preferred Securities,  between the Company and MP&L Capital
              I (filed as Exhibit 4(e) to Form 10-Q for the quarter  ended March
              31, 1996, File No. 1-3548).

  *4(i) -     Officer's  Certificate,  dated March 20, 1996,  establishing the
              terms of the 8.05% Junior Subordinated  Debentures,  Series A, Due
              2015  issued in  connection  with the 8.05%  Cumulative  Quarterly
              Income  Preferred  Securities  of MP&L Capital I (filed as Exhibit
              4(i) to Form 10-K for the year ended  December 31, 1996,  File No.
              1-3548).

  *4(j)  -    Rights  Agreement dated as of July 24, 1996,  between  Minnesota
              Power & Light  Company and the  Corporate  Secretary  of Minnesota
              Power & Light Company, as Rights Agent (filed as Exhibit 4 to Form
              8-K dated August 2, 1996, File No. 1-3548).

  *4(k)  -    Indenture,  dated as of May 15,  1996,  relating  to the  ADESA
              Corporation's  7.70%  Senior  Notes,  Series A, Due 2006,  between
              ADESA  Corporation  and The Bank of New York, as Trustee (filed as
              Exhibit  4(k) to Form 10-K for the year ended  December  31, 1996,
              File No. 1-3548).

  *4(l)  -    Guarantee of Minnesota  Power & Light  Company,  dated as of May
              30, 1996,  relating to the ADESA Corporation's 7.70% Senior Notes,
              Series  A, Due 2006  (filed as  Exhibit  4(l) to Form 10-K for the
              year ended December 31, 1996, File No. 1-3548).

  *4(m)  -    ADESA Corporation  Officer's  Certificate  1-D-1,  dated May 30,
              1996,  relating to the ADESA  Corporation's  7.70%  Senior  Notes,
              Series  A, Due 2006  (filed as  Exhibit  4(m) to Form 10-K for the
              year ended December 31, 1996, File No. 1-3548).

  23(a)  -    Consent of Price Waterhouse LLP.

  23(b)  -    Consent of Philip R. Halverson, Esq.

     24  -    Power of Attorney (see page II -10 and II -12).

--------------------------
* Incorporated herein by reference as indicated.

     Undertaking.  The  Company  will submit or has  submitted  the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all  changes  required  by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code.

                                      II-8

<PAGE>


Item 9.    Undertakings.

     The undersigned registrant hereby undertakes:

         (1)    To file,  during any  period in which  offers or sales are being
                made, a post-effective amendment to this registration statement:

                (i)    To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;

                (ii)   To reflect  in the  prospectus  any facts or events
                       arising  after  the  effective  date of the  registration
                       statement  (or the most recent  post-effective  amendment
                       thereof)   which,   individually  or  in  the  aggregate,
                       represent a  fundamental  change in the  information  set
                       forth in the registration statement.  Notwithstanding the
                       foregoing,   any   increase  or  decrease  in  volume  of
                       securities   offered  (if  the  total   dollar  value  of
                       securities  offered  would  not  exceed  that  which  was
                       registered) and any deviation from the low or high end of
                       the estimated  maximum offering range may be reflected in
                       the form of prospectus filed with the Commission pursuant
                       to Rule  424(b)  if, in the  aggregate,  the  changes  in
                       volume and price  represent  no more than a 20% change in
                       the  maximum  aggregate  offering  price set forth in the
                       "Calculation of Registration  Fee" table in the effective
                       registration statement;

                (iii)  To include any  material  information  with respect to
                       the plan of distribution not previously  disclosed in the
                       registration  statement  or any  material  change to such
                       information in the registration statement.

              Provided,  however,  that  paragraphs (i) and (ii) do not apply if
              the  registration  statement  is on Form  S-3 or Form  S-8 and the
              information required to be included in a post-effective  amendment
              by those  paragraphs is contained in periodic reports filed by the
              registrant  pursuant  to  section  13  or  section  15(d)  of  the
              Securities Exchange Act of 1934 that are incorporated by reference
              in the registration statement.

         (2)  That,  for the  purpose of  determining  any  liability  under the
              Securities Act of 1933, each such  post-effective  amendment shall
              be  deemed  to be a new  registration  statement  relating  to the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof.

         (3)  To remove from registration by means of a post-effective amendment
              any of the securities  being registered which remain unsold at the
              termination of the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
              Securities  Act of 1933,  each filing of the  registrant's  annual
              report  pursuant to section 13(a) or section 15(d) of the Exchange
              Act (and,  where  applicable,  each filing of an employee  benefit
              plan's annual report  pursuant to Section 15(d) of the  Securities
              Exchange  Act of 1934) that is  incorporated  by  reference in the
              registration  statement  shall be deemed to be a new  registration
              statement  relating to the  securities  offered  therein,  and the
              offering of such securities at that time shall be deemed to be the
              initial bona fide offering thereof.

         (5)  Insofar  as  indemnification  for  liabilities  arising  under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling  persons of the  registrant  pursuant to the foregoing
              provisions,  or otherwise, the registrant has been advised that in
              the  opinion  of  the  Securities  and  Exchange  Commission  such
              indemnification  is against  public policy as expressed in the Act
              and is,  therefore,  unenforceable.  In the event that a claim for
              indemnification  against such liabilities  (other than the payment
              by the  registrant  of  expenses  incurred  or paid by a director,
              officer or controlling  person of the registrant in the successful
              defense of any  action,  suit or  proceeding)  is asserted by such
              director,  officer or  controlling  person in connection  with the
              securities being  registered,  the registrant will,  unless in the
              opinion of its counsel the matter has been settled by  controlling
              precedent,  submit  to a court  of  appropriate  jurisdiction  the
              question  whether  such  indemnification  by it is against  public
              policy as  expressed  in the Act and will be governed by the final
              adjudication of such issue.

                                      II-9
<PAGE>

                                Power of Attorney

     Each person whose signature  appears below hereby  authorizes any agent for
service named in this registration statement to execute in the name of each such
person,  and to file with the  Securities and Exchange  Commission,  any and all
amendments,  including post-effective amendments, to the registration statement,
and appoints any such agent for service as attorney-in-fact to sign in each such
person's behalf individually and in each capacity stated below and file any such
amendments to the registration statement and the registrant hereby also appoints
each such agent for service as its attorney-in-fact  with like authority to sign
and file any such amendments in its name and behalf.

                                   Signatures

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Duluth and State of Minnesota on the 9th day of
May, 1997.

                                                Minnesota Power & Light Company
                                                         (Registrant)

                                                By        Edwin L. Russell
                                                    ---------------------------
                                                          Edwin L. Russell
                                                      Chairman, President and
                                                      Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                           Title                  Date
        ---------                           -----                  ----


      EDWIN L. RUSSELL                                         
------------------------------       Chairman, President,       May 9, 1997
      Edwin L. Russell             Chief Executive Officer
                                        and Director



        D.G. GARTZKE 
------------------------------      Senior Vice President-      May 9, 1997
        D.G. Gartzke                     Finance and
                                   Chief Financial Officer



        MARK A. SCHOBER                 
------------------------------          Controller             May 9, 1997
        Mark A. Schober


                                     II-10

<PAGE>


         Signature                           Title                 Date
         ---------                           -----                 ----


         MERRILL K. CRAGUN                  Director            May 9, 1997
------------------------------   
         Merrill K. Cragun


         DENNIS E. EVANS                    Director            May 9, 1997
------------------------------  
         Dennis E. Evans


         PETER J. JOHNSON                   Director            May 9, 1997
------------------------------  
         Peter J. Johnson


         GEORGE L. MAYER                    Director            May 9, 1997
------------------------------  
         George L. Mayer


         PAULA F. MCQUEEN                   Director            May 9, 1997
------------------------------  
         Paula F. McQueen


         ROBERT S. NICKOLOFF                Director            May 9, 1997
------------------------------  
         Robert S. Nickoloff


         JACK I. RAJALA                     Director            May 9, 1997
------------------------------  
         Jack I. Rajala


         AREND J. SANDBULTE                 Director            May 9, 1997
------------------------------  
         Arend J. Sandbulte


         NICK SMITH 
------------------------------              Director            May 9, 1997
         Nick Smith


         BRUCE W. STENDER                   Director            May 9, 1997
------------------------------  
         Bruce W. Stender


         DONALD C. WEGMILLER                Director            May 9, 1997
------------------------------   
         Donald C. Wegmiller

                                     II-11
<PAGE>


                                Power of Attorney


     The Plan hereby appoints the Agents for Service named in this  registration
statement,  and each of them severally,  as its  attorney-in-fact to sign in its
name and behalf and to file with the Securities and Exchange Commission, any and
all  amendments,  including  post-effective  amendments,  to  this  registration
statement.


                                   Signatures


     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Employee Benefit Plans Committee has duly caused this registration  statement to
be signed on its behalf by the undersigned,  thereunto duly  authorized,  in the
City of Duluth and the State of Minnesota, on the 9th day of May, 1997.



                                      Minnesota Power and Affiliated Companies
                                            Supplemental Retirement Plan


                                    By             R.D. Edwards
                                       -----------------------------------------
                                               (R.D. Edwards, Chairman
                                          Employee Benefit Plans Committee)


                                     II-12
[{"type": "S-8", "sequence": "1", "description": "S-8-SRP", "secsgml_size_bytes": 51082}]
{"company-data": {"conformed-name": "MINNESOTA POWER & LIGHT CO", "cik": "0000066756", "assigned-sic": "4931", "irs-number": "410418150", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26755", "film-number": "97598754"}, "business-address": {"street1": "30 W SUPERIOR ST", "city": "DULUTH", "state": "MN", "zip": "55802", "phone": "2187222641"}, "mail-address": {"street1": "30 W SUPERIOR STREET", "city": "DULUTH", "state": "MN", "zip": "55802"}}
As filed with the Securities and Exchange Commission on May 9, 1997.

                                                       Registration No. 333- 
================================================================================

                       Securities and Exchange Commission
                             Washington, D.C. 20549
                               ------------------

                                    FORM S-8
             Registration Statement Under The Securities Act of 1933
                               ------------------

                         Minnesota Power & Light Company
             (Exact name of registrant as specified in its charter)
                               ------------------

            Minnesota                                 41-0418150
(State or other jurisdiction of            (I.R.S. Employer Identification No. )
 incorporation or organization)

                             30 West Superior Street
                             Duluth, Minnesota 55802
                                 (218) 722-2641
       (Address,  including zip code, and telephone number, including area code,
of registrant's principal executive offices)
                               ------------------ 

                    Minnesota Power and Affiliated Companies
                          Supplemental Retirement Plan
                              (Full Title of Plan)
                               ------------------ 

      DAVID G. GARTZKE                PHILIP R. HALVERSON, ESQ.               
Senior Vice President-Finance      Vice President, General Counsel            
 and Chief Financial Officer                and Secretary                     
   30 West Superior Street             30 West Superior Street                
  Duluth, Minnesota  55802            Duluth, Minnesota  55802                
       (218) 722-2641                      (218) 722-2641

   JAMES K. VIZANKO                   ROBERT J. REGER, JR., ESQ.
       Treasurer                           Reid & Priest LLP    
30 West Superior Street                   40 West 57th Street   
Duluth, Minnesota 55802                New York, New York 10019 
    (218) 722-2641                          (212) 603-2000      
                                      
(Names, addresses and telephone numbers, including area codes, of agents for
 service)
                               ------------------ 

                                                  Calculation of Registration Fee
====================================================================================================================================
Proposed        Proposed maximum
                                                                     maximum            aggregate
     Title of securities             Amount to be registered      offering price     offering price       Amount of registration
     to be registered
per unit
fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, without par value       556,189  Shares                 $28.3125            $15,747,102             $4,772
Preferred Share Purchase Rights       556,189  Rights
-                      -                   -
====================================================================================================================================
In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933,
        as amended,  this  registration  statement also covers an  indeterminate
        amount of  interests  to be offered or sold  pursuant  to the  Minnesota
        Power and Affiliated Companies Supplemental Retirement Plan.
In addition,  pursuant to Rule 416(a) under the  Securities Act of 1933,
        as amended,  this  registration  statement  also  covers any  additional
        securities  to be offered or issued in  connection  with a stock  split,
        stock dividend or similar  transaction.
Estimated  solely for the purpose of calculating the  registration  fee,
        pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
        the basis of the average of the high and low prices of the  registrant's
        Common  Stock on the New York Stock  Exchange  composite  tape on May 2,
        1997.
The Preferred  Share Purchase  Rights (the "Rights") are attached to and
        will trade with the Common Stock. The value attributable to the Rights,
        if any, is reflected in the market price of the Common Stock.
Since  no  separate   consideration  is  paid  for  the  Rights,  the
        registration  fee for such  securities  is  included  in the fee for the
        Common Stock.
================================================================================
Minnesota Power and Affiliated Companies
                          Supplemental Retirement Plan

           Part II. Information Required in the Registration Statement

Item 3.    Incorporation of Documents by Reference.

     The  following   documents   filed  by  Minnesota  Power  &  Light  Company
("Company")  and the  Minnesota  Power  and  Affiliated  Companies  Supplemental
Retirement   Plan  ("Plan")  with  the   Securities   and  Exchange   Commission
("Commission")  pursuant  to the  Securities  Exchange  Act of 1934,  as amended
("Exchange Act"), are incorporated herein by reference:

         (1)   The Company's Annual Report on Form 10-K for the year ended
               December 31,  1996 ("1996 Form 10-K");

         (2)   The Company's Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1997;

         (3)   The Company's Current Report on Form 8-K dated March 19, 1997
               and

         (4) The Plan's Annual  Report on Form 11-K for the year ended
             December 31, 1995.

     All  documents  subsequently  filed by the Company or the Plan  pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing of such documents;  provided,  however,  that the
documents  enumerated  in  items  1,2 and 3 above or  subsequently  filed by the
Company  pursuant to Section 13 of the Exchange Act prior to the filing with the
Commission of the Company's  most recent Annual Report on Form 10-K shall not be
incorporated  by  reference in this  registration  statement or be a part hereof
from and after the  filing of such  Annual  Report on Form  10-K;  and  provided
further that the document  listed in item 4 above or  subsequently  filed by the
Plan  pursuant to Section 15(d) of the Exchange Act prior to the filing with the
Commission  of the Plan's  most recent  Annual  Report on Form 11-K shall not be
incorporated  by  reference in this  registration  statement or be a part hereof
from and after the filing of such Annual Report on Form 11-K.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other  subsequently filed document which is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.    Description of Securities.

     Description of Common Stock
     ---------------------------

     General.  The following  statements relating to the Common Stock are merely
an  outline  and do not  purport to be  complete.  They are  qualified  in their
entirety by reference to the Company's  Articles of Incorporation (the "Articles
of Incorporation") and the Mortgage and Deed of Trust of the Company.  Reference
is also made to the laws of the State of Minnesota.

     The Company's  authorized  capital stock  consists of 65,000,000  shares of
Common Stock,  without par value, 116,000 shares of 5% Preferred Stock, $100 par
value,  1,000,000  shares of Serial  Preferred  Stock,  without  par value,  and
2,500,000 shares of Serial Preferred Stock A, without par value.

                                      II-1
Dividend  Rights.  The Common Stock is entitled to all dividends after full
provision for dividends on the issued and outstanding  Preferred  Stocks and the
sinking fund  requirements  of the Serial  Preferred  Stock A, $7.125 Series and
$6.70 Series.

     The  Articles of  Incorporation  provide  that so long as any shares of the
Company's  Preferred Stocks are outstanding,  cash dividends on Common Stock are
restricted  to 75 percent of available net income when Common Stock equity is or
would   become  less  than  25  percent  but  more  than  20  percent  of  total
capitalization. This restriction becomes 50 percent when such equity is or would
become less than 20 percent.  See Note 7 to  Consolidated  Financial  Statements
incorporated by reference in the Company's 1996 Form 10-K.

     Voting Rights (Non-Cumulative Voting). Holders of Common Stock are entitled
to notice of and to vote at any  meeting of  shareholders.  Each share of Common
Stock, as well as each share of the issued and outstanding  Preferred Stocks, is
entitled to one vote.  Since the  holders of such shares do not have  cumulative
voting  rights,  the  holders of more than 50  percent of the shares  voting can
elect  all  the  Company's  directors,  and in such  event  the  holders  of the
remaining  shares voting (less than 50 percent)  cannot elect any directors.  In
addition,  the Preferred Stocks are expressly entitled, as one class, to elect a
majority  of the  directors  (the  Common  Stock,  as one  class,  electing  the
minority) whenever dividends on any of such Preferred Stocks shall be in default
in the amount of four quarterly payments and thereafter until all such dividends
in default shall have been paid. The Articles of Incorporation  include detailed
procedures and other provisions  relating to these rights and their termination,
such as quorums, terms of directors elected,  vacancies, class voting as between
Preferred Stocks and Common Stock, meetings, adjournments and other matters.

     The Articles of  Incorporation  contain  certain  provisions  which make it
difficult to obtain control of the Company through  transactions  not having the
approval of the Board of Directors, including:

         (1)  A provision  requiring the  affirmative  vote of 75 percent of the
              outstanding shares of all classes of capital stock of the Company,
              present  and  entitled  to vote,  in order  to  authorize  certain
              "Business Combinations." Any such Business Combination is required
              to meet certain "fair price" and procedural requirements.  Neither
              a 75 percent stockholder vote nor "fair price" is required for any
              Business  Combination which has been approved by a majority of the
              "Disinterested Directors."

         (2)  A provision  permitting a majority of the Disinterested  Directors
              to determine whether the above requirements have been satisfied.

         (3)  A   provision   providing   that   certain  of  the   Articles  of
              Incorporation  cannot be altered unless  approved by 75 percent of
              the  outstanding  shares of all classes of capital stock,  present
              and entitled to vote, unless such alteration is recommended to the
              shareholders by a majority of the Disinterested Directors.

          Liquidation  Rights.  After  satisfaction  of  creditors  and  of  the
preferential  liquidation  rights of the outstanding  Preferred Stocks ($100 per
share plus unpaid  accumulated  dividends),  the holders of the Common Stock are
entitled to share ratably in the distribution of all remaining assets.

     Miscellaneous.  Holders of Common Stock have no preemptive or conversion
rights.

     The Common Stock is listed on the New York Stock Exchange.

     The transfer agents and registrars for the Common Stock are Norwest Bank
Minnesota, N.A. and the Company.

     Description of Preferred Share Purchase Rights
     ----------------------------------------------

     Reference is made to the Rights  Agreement,  dated as of July 24, 1996 (the
"Rights Plan")  between the Company and the Secretary of the Company,  as Rights
Agent.  The  description  of the Rights set forth

                                      II-2
below does not  purport to be  complete  and is  qualified  in its  entirety  by
reference to the Rights Plan. Reference is also made to the laws of the State of
Minnesota.

     On July 24, 1996, the Board of Directors of the Company declared a dividend
distribution  of one  Right  for  each  outstanding  share  of  Common  Stock to
shareholders  of record at the close of business  on July 24, 1996 (the  "Record
Date") and  authorized  the  issuance of one Right with respect to each share of
Common Stock that becomes  outstanding between the Record Date and July 23, 2006
or such earlier time as the Rights are redeemed. Except as described below, each
Right,  when  exercisable,  entitles the registered  holder to purchase from the
Company one one-hundredth of a share of Junior Serial Preferred Stock A, without
par value  (the  "Serial  Preferred"),  at a price of $90 per one  one-hundredth
share (the "Purchase Price"), subject to adjustment.

     Initially,  the  Rights  will  attach  to  all  Common  Stock  certificates
representing shares then outstanding, and no separate Right Certificates will be
distributed.  The Rights  will be  evidenced  by the Common  Stock  certificates
together  with  a copy  of the  Summary  of  Rights  Plan  and  not by  separate
certificates  until  the  earlier  to  occur of (i) 10 days  following  a public
announcement  that a person or group of  affiliated  or  associated  persons (an
"Acquiring Person") has acquired,  or obtained the right to acquire,  beneficial
ownership of 15 percent or more of the  outstanding  shares of Common Stock (the
"Stock Acquisition Date") or (ii) 15 business days (or such later date as may be
determined by action of the Board of Directors prior to the time that any person
becomes  an  Acquiring  Person)  following  the  commencement  of  (or a  public
announcement  of an  intention  to make) a tender or  exchange  offer  if,  upon
consummation  thereof,  such person or group would be the beneficial owner of 15
percent or more of such outstanding  shares of Common Stock (the earlier of such
dates being called the Distribution Date).

     Until the  Distribution  Date, the Rights will be transferred with and only
with the Common  Stock.  Until the  Distribution  Date (or  earlier  redemption,
expiration or termination of the Rights),  the transfer of any  certificates for
Common  Stock,  with or without a copy of the Summary of Rights Plan,  will also
constitute  the  transfer  of  the  Rights  associated  with  the  Common  Stock
represented  by  such  certificates.   As  soon  as  practicable  following  the
Distribution  Date,  separate  certificates  evidencing  the Rights  (the "Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter,  such separate Right
Certificates alone will evidence the Rights.

     Each  whole  share of Serial  Preferred  will  have a minimum  preferential
quarterly  dividend  rate equal to the  greater of $51 per share or,  subject to
anti-dilution  adjustment,  100 times the dividend declared on the Common Stock.
In the event of  liquidation,  no  distribution  will be made to the  holders of
Common Stock unless,  prior  thereto,  the holders of the Serial  Preferred have
received a  liquidation  preference  of $100 per share,  plus accrued and unpaid
dividends.  Holders of the Serial Preferred will be entitled to notice of and to
vote at any meeting of the  Company's  shareholders.  Each whole share of Serial
Preferred  is entitled to one vote.  Such shares do not have  cumulative  voting
rights. The Serial Preferred, together with the issued and outstanding shares of
the other Preferred Stocks of the Company,  will be expressly  entitled,  as one
class, to elect a majority of directors (the Common Stock electing the minority)
whenever  dividends  on any of the  Preferred  Stocks shall be in default in the
amount of four  quarterly  payments and  thereafter  until all such dividends in
default shall have been paid. In the event of any merger, consolidation or other
transaction  in which shares of Common Stock are exchanged for or converted into
other securities  and/or property,  each whole share of Serial Preferred will be
entitled to receive, subject to anti-dilution  adjustment,  100 times the amount
into which or for which each share of Common Stock is so exchanged or converted.
The shares of Serial Preferred are not redeemable by the Company.

     The Rights are not exercisable  until the Distribution Date and will expire
at the  earliest of (i) July 23, 2006 (the "Final  Expiration  Date"),  (ii) the
redemption  of the  Rights by the  Company  as  described  below,  and (iii) the
exchange of all Rights for Common Stock as described below.

     In the event that any person (other than the Company, its affiliates or any
person receiving  newly-issued shares of Common Stock directly from the Company)
becomes  the  beneficial  owner of 15  percent  or more of the then  outstanding
shares of Common Stock,  each holder of a Right will  thereafter have a right to
receive,  upon exercise at the then current exercise price of the Right,  Common
Stock (or, in certain  circumstances,  cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right.  The
Rights  Plan  contains an  exemption  for any  issuance  of Common

                                      II-3
Stock by the Company directly to any person (for example, in a private placement
or  an   acquisition   by  the  Company  in  which   Common  Stock  is  used  as
consideration),  even if that person  would  become the  beneficial  owner of 15
percent or more of the Common Stock,  provided that such person does not acquire
any additional shares of Common Stock.

     In the event that, at any time  following the Stock  Acquisition  Date, the
Company is acquired in a merger or other business combination  transaction or 50
percent  or more of the  Company's  assets or  earning  power  are sold,  proper
provision will be made so that each holder of a Right will  thereafter  have the
right to receive, upon exercise at the then current exercise price of the Right,
common stock of the acquiring or surviving  company  having a value equal to two
times the exercise price of the Right.

     Notwithstanding  the  foregoing,  following  the  occurrence  of any of the
events set forth in the preceding two paragraphs (the "Triggering Events"),  any
Rights that are, or (under certain  circumstances  specified in the Rights Plan)
were,  beneficially  owned by any Acquiring Person will immediately  become null
and void.

     The Purchase Price payable, and the number of shares of Serial Preferred or
other securities or property issuable,  upon exercise of the Rights, are subject
to adjustment from time to time to prevent dilution,  among other circumstances,
in the event of a stock  dividend  on,  or a  subdivision,  split,  combination,
consolidation or reclassification  of, the Serial Preferred or the Common Stock,
or a reverse split of the outstanding  shares of Serial  Preferred or the Common
Stock.

     At any time after the  acquisition  by a person or group of  affiliated  or
associated  persons  of  beneficial  ownership  of 15  percent  or  more  of the
outstanding Common Stock and prior to the acquisition by such person or group of
50 percent or more of the outstanding  Common Stock,  the Board of Directors may
exchange the Rights (other than Rights owned by such person or group, which have
become void),  in whole or in part, at an exchange  ratio of one share of Common
Stock per Right (subject to adjustment).

     With  certain  exceptions,  no  adjustment  in the  Purchase  Price will be
required  until  cumulative  adjustments  require an  adjustment of at least one
percent  in the  Purchase  Price.  The  Company  will not be  required  to issue
fractional  shares of Serial  Preferred or Common Stock (other than fractions in
multiples of one  one-hundredths  of a share of Serial  Preferred)  and, in lieu
thereof,  an  adjustment  in cash may be made based on the  market  price of the
Serial  Preferred  or Common Stock on the last trading date prior to the date of
exercise.

     At any time after the date of the Rights  Plan until the time that a person
becomes an Acquiring  Person,  the Board of  Directors  may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the  "Redemption  Price"),
which may (at the option of the Company) be paid in cash, shares of Common Stock
or other  consideration  deemed appropriate by the Board of Directors.  Upon the
effectiveness of any action of the Board of Directors ordering redemption of the
Rights,  the Rights will  terminate  and the only right of the holders of Rights
will be to receive the Redemption Price.

     Issuance of Serial  Preferred or Common  Stock upon  exercise of the Rights
will be  subject  to any  necessary  regulatory  approvals.  Until  a  Right  is
exercised,  the holder thereof, as such, will have no rights as a shareholder of
the  Company,  including,  without  limitation,  the right to vote or to receive
dividends.  One million shares of Serial Preferred will be reserved for issuance
in the event of exercise of the Rights.

     The  provisions  of the Rights Plan may be amended by the  Company,  except
that any  amendment  adopted  after the time that a person  becomes an Acquiring
Person may not adversely affect the interests of holders of Rights.

     The Rights  have  certain  anti-takeover  effects.  The  Rights  will cause
substantial  dilution to a person or group that  attempts to acquire the Company
without  conditioning  the offer on the Rights being  redeemed or a  substantial
number of Rights being  acquired,  and under  certain  circumstances  the Rights
beneficially  owned by such a person or group may become void. The Rights should
not  interfere  with any merger or other  business  combination  approved by the
Board of Directors  because,  if the Rights would become exercisable as a result
of such  merger or  business  combination,  the Board of  Directors  may, at its
option,  at any time  prior to the time that any  person  becomes  an  Acquiring
Person, redeem all (but not less than all) of the then outstanding Rights at the
Redemption Price.

                                      II-4
Item 5. Interests of Named Experts and Counsel.

     The  Company's  consolidated  financial  statements  incorporated  in  this
registration  statement by reference to the  Company's  1996 Form 10-K have been
audited  by  Price  Waterhouse  LLP,  independent  accountants.  Such  financial
statements  have  been so  incorporated  in  reliance  on the  report  of  Price
Waterhouse  LLP,  given on the authority of said firm as experts in auditing and
accounting.

     The  financial   statement  schedule   incorporated  in  this  registration
statement by reference to the Company's 1996 Form 10-K has been so  incorporated
in  reliance on the report of Price  Waterhouse  LLP,  independent  accountants,
given on the authority of said firm as experts in auditing and accounting.

     The financial  statements  incorporated in this  registration  statement by
reference  to  the  Minnesota  Power  and  Affiliated   Companies   Supplemental
Retirement  Plan's  Annual  Report on Form 11-K for the year ended  December 31,
1995 have been so  incorporated  in reliance  on the report of Price  Waterhouse
LLP, independent accountants,  given on the authority of said firm as experts in
auditing and accounting.

     The  statements  as  to  matters  of  law  and  legal   conclusions   under
"Description  of Common  Stock" and  "Description  of Preferred  Share  Purchase
Rights" in this registration  statement and in the documents incorporated herein
by reference have been reviewed by Philip R. Halverson, Esq., Duluth, Minnesota,
Vice President,  General Counsel and Secretary of the Company, and are set forth
or incorporated by reference  herein in reliance upon his opinion given upon his
authority as an expert.

     As of April 30, 1997 Mr. Halverson owned  approximately 4,526 shares of the
Common Stock of the Company.  Mr.  Halverson is regularly  acquiring  additional
shares of Common Stock as a  participant  in the Plan,  as well as the Company's
Employee Stock Purchase Plan and Employee Stock Ownership Plan.

Item 6.    Indemnification of Directors and Officers.

     Section  302A.521  of the  Minnesota  Business  Corporation  Act  generally
provides  for the  indemnification  of  directors,  officers or  employees  of a
corporation  made or  threatened to be made a party to a proceeding by reason of
the  former or  present  official  capacity  of the  person  against  judgments,
penalties and fines  (including  attorneys' fees and  disbursements)  where such
person,  among other things,  has not been indemnified by another  organization,
acted in good faith,  received no improper  personal benefit and with respect to
any  criminal  proceeding,  had no  reasonable  cause to believe his conduct was
unlawful.

     Section 13 of the Bylaws of the Company  contains the following  provisions
relative to indemnification of directors and officers:

     "The Company shall  reimburse or indemnify each present and future director
and officer of the Company (and his or her heirs,  executors and administrators)
for or against all expenses  reasonably  incurred by such director or officer in
connection  with or arising out of any action,  suit or proceeding in which such
director or officer may be involved by reason of being or having been a director
or officer of the Company. Such indemnification for reasonable expenses is to be
to the fullest  extent  permitted by the  Minnesota  Business  Corporation  Act,
Minnesota  Statutes  Chapter 302A. By affirmative vote of the Board of Directors
or with  written  approval of the  Chairman and Chief  Executive  Officer,  such
indemnification  may be extended  to include  agents and  employees  who are not
directors or officers of the Company, but who would otherwise be indemnified for
acts and omissions under Chapter 302A of the Minnesota Business Corporation Act,
if such agent or employee were an officer of the Company."

     "Reasonable  expenses  may include  reimbursement  of  attorney's  fees and
disbursements,  including  those  incurred  by a person  in  connection  with an
appearance as a witness."

     "Upon written request to the Company and approval by the Chairman and Chief
Executive  Officer,  an agent or  employee  for  whom  indemnification  has been
extended,  or an officer or  director  may  receive  an advance  for  reasonable
expenses if such agent,  employee,  officer or director is made or threatened to
be

                                      II-5
made a party to a proceeding involving a matter for which  indemnification is
believed to be available under Minnesota Statutes Chapter 302A."

     "The  foregoing  rights shall not be exclusive of other rights to which any
director or officer may otherwise be entitled and shall be available  whether or
not the director or officer continues to be a director or officer at the time of
incurring such expenses and liabilities."

     The Company has insurance  covering its  expenditures  which might arise in
connection  with the lawful  indemnification  of its  directors and officers for
their  liabilities  and  expenses,  and insuring  officers and  directors of the
Company against certain other liabilities and expenses.

Item 8. Exhibits

Exhibit
Number
-------

     *2  -    Agreement  and Plan of Merger by and  among  Minnesota  Power &
              Light Company,  AC Acquisition  Sub, Inc.,  ADESA  Corporation and
              Certain  ADESA  Management  Shareholders  dated  February 23, 1995
              (filed  as  Exhibit 2 to Form 8-K dated  March 3,  1995,  File No.
              1-3548).

 *3(a)1  -    Articles of Incorporation, restated as of July 27, 1988 (filed as
              Exhibit 3(a), File No. 33-24936).

 *3(a)2  -    Certificate  Fixing Terms of Serial  Preferred  Stock A, $7.125
              Series (filed as Exhibit 3(a)2,  File No. 33-50143).

 *3(a)3  -    Certificate  Fixing Terms of Serial  Preferred  Stock A, $6.70
              Series (filed as Exhibit  3(a)3,  File No. 33-50143).

 *3(b)   -    Bylaws as amended January 23, 1991 (filed as Exhibit 3(b), File
              No. 33-45549).

 *4(a)1  -    Mortgage and Deed of Trust, dated as of September 1, 1945, between
              the Company and Irving Trust Company (now The Bank of New York)
              and Richard H. West (W.T. Cunningham, successor), Trustees (filed
              as Exhibit 7(c), File No. 2-5865).

 *4(a)2  -    Supplemental Indentures to Mortgage and Deed of Trust:

              Number        Dated as of         Reference File           Exhibit
              ------        -----------         --------------           -------

              First         March 1, 1949       2-7826                     7(b)
              Second        July 1, 1951        2-9036                     7(c)
              Third         March 1, 1957       2-13075                    2(c)
              Fourth        January 1, 1968     2-27794                    2(c)
              Fifth         April 1, 1971       2-39537                    2(c)
              Sixth         August 1, 1975      2-54116                    2(c)
              Seventh       September 1, 1976   2-57014                    2(c)
              Eighth        September 1, 1977   2-59690                    2(c)
              Ninth         April 1, 1978       2-60866                    2(c)
              Tenth         August 1, 1978      2-62852                    2(d)2
              Eleventh      December 1, 1982    2-56649                    4(a)3
              Twelfth       April 1, 1987       33-30224                   4(a)3
              Thirteenth    March 1, 1992       33-47438                   4(b)
              Fourteenth    June 1, 1992        33-55240                   4(b)
              Fifteenth     July 1, 1992        33-55240                   4(c)
              Sixteenth     July 1, 1992        33-55240                   4(d)
              Seventeenth   February 1, 1993    33-50143                   4(b)
              Eighteenth    July 1, 1993        33-50143                   4(c)
              Nineteenth    February 1, 1997    1-3548 (1996 Form 10-K)    4(a)3

                                      II-6
Exhibit
Number
------
  *4(b)  -    Mortgage  and Deed of Trust,  dated as of March 1,  1943,  between
              Superior Water,  Light and Power Company and Chemical Bank & Trust
              Company and Howard B. Smith, as Trustees,  both succeeded by First
              Bank N.A., as Trustee (filed as Exhibit 7(c), File No. 2-8668), as
              supplemented and modified by First Supplemental  Indenture thereto
              dated as of March 1, 1951  (filed  as  Exhibit  2(d)(1),  File No.
              2-59690),  Second Supplemental Indenture thereto dated as of March
              1,  1962  (filed  as  Exhibit  2(d)1,  File  No.  2-27794),  Third
              Supplemental  Indenture  thereto  dated  July 1,  1976  (filed  as
              Exhibit 2(e)1, File No. 2-57478),  Fourth  Supplemental  Indenture
              thereto dated as of March 1, 1985 (filed as Exhibit 4(b), File No.
              2-78641)  and Fifth  Supplemental  Indenture  thereto  dated as of
              December 1, 1992 (filed as Exhibit 4(b)1 to Form 10-K for the year
              ended December 31, 1992, File No. 1-3548).

 *4(b)1  -    Sixth  Supplemental  Indenture,  dated  as of  March  24,  1994,
              between Superior Water,  Light and Power Company and Chemical Bank
              (formerly   Chemical  Bank  &  Trust   Company)  and  Peter  Morse
              (successor to Howard B. Smith),  Trustees  (filed as Exhibit 4(b)1
              to Form  10-K for the  year  ended  December  31,  1996,  File No.
              1-3548).

 *4(b)2  -    Seventh  Supplemental  Indenture,  dated as of November 1, 1994,
              between Superior Water,  Light and Power Company and Chemical Bank
              (formerly   Chemical  Bank  &  Trust   Company)  and  Peter  Morse
              (successor to Howard B. Smith),  Trustees  (filed as Exhibit 4(b)2
              to Form  10-K for the  year  ended  December  31,  1996,  File No.
              1-3548).

 *4(b)3  -    Eighth  Supplemental  Indenture,  dated as of  January  1, 1997,
              between  Superior  Water,  Light and Power  Company and First Bank
              N.A.  Trustee  (filed as  Exhibit  4(b)3 to Form 10-K for the year
              ended December 31, 1996, File No. 1-3548).

  *4(c)  -    Indenture,  dated as of March 1, 1993,  between  Southern States
              Utilities,  Inc.  (now Florida  Water  Services  Corporation)  and
              Nationsbank of Georgia,  National  Association (now SunTrust Bank,
              Central Florida,  N.A.), as Trustee (filed as Exhibit 4(d) to Form
              10-K for the year ended December 31, 1992, File No. 1-3548).

 *4(c)1  -    First Supplemental Indenture, dated as of March 1, 1993, between
              Southern  States  Utilities,  Inc.  (now  Florida  Water  Services
              Corporation) and Nationsbank of Georgia, National Association (now
              SunTrust  Bank,  Central  Florida,  N.A.),  as  Trustee  (filed as
              Exhibit  4(c)1 to Form 10-K for the year ended  December 31, 1996,
              File No. 1-3548).

 *4(c)2  -    Second  Supplemental  Indenture,  dated as of  March  31,  1997,
              between  Southern  States  Utilities,   Inc.  (now  Florida  Water
              Services   Corporation)  and  Nationsbank  of  Georgia,   National
              Association (now SunTrust Bank, Central Florida, N.A.), as Trustee
              (filed as Exhibit 4 to Form 10-Q for the  quarter  ended March 31,
              1997, File No. 1-3548).

  *4(d)  -    Amended and Restated Trust Agreement, dated as of March 1, 1996,
              relating to MP&L  Capital I's 8.05%  Cumulative  Quarterly  Income
              Preferred Securities,  between the Company, as Depositor,  and The
              Bank of New  York,  The Bank of New  York  (Delaware),  Philip  R.
              Halverson,  David G.  Gartzke  and James K.  Vizanko,  as Trustees
              (filed as Exhibit  4(a) to Form 10-Q for the  quarter  ended March
              31, 1996, File No. 1-3548).

  *4(e)  -    Amendment  No. 1, dated April 11, 1996,  to Amended and Restated
              Trust  Agreement,  dated  as of March 1,  1996,  relating  to MP&L
              Capital I's 8.05% Cumulative Quarterly Income Preferred Securities
              (filed as Exhibit  4(b) to Form 10-Q for the  quarter  ended March
              31, 1996, File No. 1-3548).

  *4(f)  -    Indenture,  dated as of March 1, 1996, relating to the Company's
              8.05% Junior Subordinated Debentures,  Series A, Due 2015, between
              the Company and The Bank of New York, as Trustee (filed as Exhibit
              4(c) to Form 10-Q for the quarter  ended March 31, 1996,  File No.
              1-3548).

                                      II-7
Exhibit
Number
------

  *4(g)  -    Guarantee Agreement, dated as of March 1, 1996, relating to MP&L
              Capital   I's  8.05%   Cumulative   Quarterly   Income   Preferred
              Securities, between the Company, as Guarantor, and The Bank of New
              York,  as  Trustee  (filed  as  Exhibit  4(d) to Form 10-Q for the
              quarter ended March 31, 1996, File No. 1-3548).

  *4(h) -     Agreement as to Expenses and Liabilities,  dated as of March 20,
              1996,  relating  to MP&L  Capital I's 8.05%  Cumulative  Quarterly
              Income Preferred Securities,  between the Company and MP&L Capital
              I (filed as Exhibit 4(e) to Form 10-Q for the quarter  ended March
              31, 1996, File No. 1-3548).

  *4(i) -     Officer's  Certificate,  dated March 20, 1996,  establishing the
              terms of the 8.05% Junior Subordinated  Debentures,  Series A, Due
              2015  issued in  connection  with the 8.05%  Cumulative  Quarterly
              Income  Preferred  Securities  of MP&L Capital I (filed as Exhibit
              4(i) to Form 10-K for the year ended  December 31, 1996,  File No.
              1-3548).

  *4(j)  -    Rights  Agreement dated as of July 24, 1996,  between  Minnesota
              Power & Light  Company and the  Corporate  Secretary  of Minnesota
              Power & Light Company, as Rights Agent (filed as Exhibit 4 to Form
              8-K dated August 2, 1996, File No. 1-3548).

  *4(k)  -    Indenture,  dated as of May 15,  1996,  relating  to the  ADESA
              Corporation's  7.70%  Senior  Notes,  Series A, Due 2006,  between
              ADESA  Corporation  and The Bank of New York, as Trustee (filed as
              Exhibit  4(k) to Form 10-K for the year ended  December  31, 1996,
              File No. 1-3548).

  *4(l)  -    Guarantee of Minnesota  Power & Light  Company,  dated as of May
              30, 1996,  relating to the ADESA Corporation's 7.70% Senior Notes,
              Series  A, Due 2006  (filed as  Exhibit  4(l) to Form 10-K for the
              year ended December 31, 1996, File No. 1-3548).

  *4(m)  -    ADESA Corporation  Officer's  Certificate  1-D-1,  dated May 30,
              1996,  relating to the ADESA  Corporation's  7.70%  Senior  Notes,
              Series  A, Due 2006  (filed as  Exhibit  4(m) to Form 10-K for the
              year ended December 31, 1996, File No. 1-3548).

  23(a)  -    Consent of Price Waterhouse LLP.

  23(b)  -    Consent of Philip R. Halverson, Esq.

     24  -    Power of Attorney (see page II -10 and II -12).

--------------------------
* Incorporated herein by reference as indicated.

     Undertaking.  The  Company  will submit or has  submitted  the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all  changes  required  by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code.

                                      II-8
Item 9.    Undertakings.

     The undersigned registrant hereby undertakes:

         (1)    To file,  during any  period in which  offers or sales are being
                made, a post-effective amendment to this registration statement:

                (i)    To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;

                (ii)   To reflect  in the  prospectus  any facts or events
                       arising  after  the  effective  date of the  registration
                       statement  (or the most recent  post-effective  amendment
                       thereof)   which,   individually  or  in  the  aggregate,
                       represent a  fundamental  change in the  information  set
                       forth in the registration statement.  Notwithstanding the
                       foregoing,   any   increase  or  decrease  in  volume  of
                       securities   offered  (if  the  total   dollar  value  of
                       securities  offered  would  not  exceed  that  which  was
                       registered) and any deviation from the low or high end of
                       the estimated  maximum offering range may be reflected in
                       the form of prospectus filed with the Commission pursuant
                       to Rule  424(b)  if, in the  aggregate,  the  changes  in
                       volume and price  represent  no more than a 20% change in
                       the  maximum  aggregate  offering  price set forth in the
                       "Calculation of Registration  Fee" table in the effective
                       registration statement;

                (iii)  To include any  material  information  with respect to
                       the plan of distribution not previously  disclosed in the
                       registration  statement  or any  material  change to such
                       information in the registration statement.

              Provided,  however,  that  paragraphs (i) and (ii) do not apply if
              the  registration  statement  is on Form  S-3 or Form  S-8 and the
              information required to be included in a post-effective  amendment
              by those  paragraphs is contained in periodic reports filed by the
              registrant  pursuant  to  section  13  or  section  15(d)  of  the
              Securities Exchange Act of 1934 that are incorporated by reference
              in the registration statement.

         (2)  That,  for the  purpose of  determining  any  liability  under the
              Securities Act of 1933, each such  post-effective  amendment shall
              be  deemed  to be a new  registration  statement  relating  to the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof.

         (3)  To remove from registration by means of a post-effective amendment
              any of the securities  being registered which remain unsold at the
              termination of the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
              Securities  Act of 1933,  each filing of the  registrant's  annual
              report  pursuant to section 13(a) or section 15(d) of the Exchange
              Act (and,  where  applicable,  each filing of an employee  benefit
              plan's annual report  pursuant to Section 15(d) of the  Securities
              Exchange  Act of 1934) that is  incorporated  by  reference in the
              registration  statement  shall be deemed to be a new  registration
              statement  relating to the  securities  offered  therein,  and the
              offering of such securities at that time shall be deemed to be the
              initial bona fide offering thereof.

         (5)  Insofar  as  indemnification  for  liabilities  arising  under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling  persons of the  registrant  pursuant to the foregoing
              provisions,  or otherwise, the registrant has been advised that in
              the  opinion  of  the  Securities  and  Exchange  Commission  such
              indemnification  is against  public policy as expressed in the Act
              and is,  therefore,  unenforceable.  In the event that a claim for
              indemnification  against such liabilities  (other than the payment
              by the  registrant  of  expenses  incurred  or paid by a director,
              officer or controlling  person of the registrant in the successful
              defense of any  action,  suit or  proceeding)  is asserted by such
              director,  officer or  controlling  person in connection  with the
              securities being  registered,  the registrant will,  unless in the
              opinion of its counsel the matter has been settled by  controlling
              precedent,  submit  to a court  of  appropriate  jurisdiction  the
              question  whether  such  indemnification  by it is against  public
              policy as  expressed  in the Act and will be governed by the final
              adjudication of such issue.

                                      II-9
Power of Attorney

     Each person whose signature  appears below hereby  authorizes any agent for
service named in this registration statement to execute in the name of each such
person,  and to file with the  Securities and Exchange  Commission,  any and all
amendments,  including post-effective amendments, to the registration statement,
and appoints any such agent for service as attorney-in-fact to sign in each such
person's behalf individually and in each capacity stated below and file any such
amendments to the registration statement and the registrant hereby also appoints
each such agent for service as its attorney-in-fact  with like authority to sign
and file any such amendments in its name and behalf.

                                   Signatures

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Duluth and State of Minnesota on the 9th day of
May, 1997.

                                                Minnesota Power & Light Company
                                                         (Registrant)

                                                By        Edwin L. Russell
                                                    ---------------------------
                                                          Edwin L. Russell
                                                      Chairman, President and
                                                      Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                           Title                  Date
        ---------                           -----                  ----

      EDWIN L. RUSSELL                                         
------------------------------       Chairman, President,       May 9, 1997
      Edwin L. Russell             Chief Executive Officer
                                        and Director

        D.G. GARTZKE 
------------------------------      Senior Vice President-      May 9, 1997
        D.G. Gartzke                     Finance and
                                   Chief Financial Officer

        MARK A. SCHOBER                 
------------------------------          Controller             May 9, 1997
        Mark A. Schober

                                     II-10
Signature                           Title                 Date
         ---------                           -----                 ----

         MERRILL K. CRAGUN                  Director            May 9, 1997
------------------------------   
         Merrill K. Cragun

         DENNIS E. EVANS                    Director            May 9, 1997
------------------------------  
         Dennis E. Evans

         PETER J. JOHNSON                   Director            May 9, 1997
------------------------------  
         Peter J. Johnson

         GEORGE L. MAYER                    Director            May 9, 1997
------------------------------  
         George L. Mayer

         PAULA F. MCQUEEN                   Director            May 9, 1997
------------------------------  
         Paula F. McQueen

         ROBERT S. NICKOLOFF                Director            May 9, 1997
------------------------------  
         Robert S. Nickoloff

         JACK I. RAJALA                     Director            May 9, 1997
------------------------------  
         Jack I. Rajala

         AREND J. SANDBULTE                 Director            May 9, 1997
------------------------------  
         Arend J. Sandbulte

         NICK SMITH 
------------------------------              Director            May 9, 1997
         Nick Smith

         BRUCE W. STENDER                   Director            May 9, 1997
------------------------------  
         Bruce W. Stender

         DONALD C. WEGMILLER                Director            May 9, 1997
------------------------------   
         Donald C. Wegmiller

                                     II-11
Power of Attorney

     The Plan hereby appoints the Agents for Service named in this  registration
statement,  and each of them severally,  as its  attorney-in-fact to sign in its
name and behalf and to file with the Securities and Exchange Commission, any and
all  amendments,  including  post-effective  amendments,  to  this  registration
statement.

                                   Signatures

     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Employee Benefit Plans Committee has duly caused this registration  statement to
be signed on its behalf by the undersigned,  thereunto duly  authorized,  in the
City of Duluth and the State of Minnesota, on the 9th day of May, 1997.

                                      Minnesota Power and Affiliated Companies
                                            Supplemental Retirement Plan

                                    By             R.D. Edwards
                                       -----------------------------------------
                                               (R.D. Edwards, Chairman
                                          Employee Benefit Plans Committee)

                                     II-12