Registration No. 33-            

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                                                    

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   under
                        The Securities Act of 1933
                                                                    

                          BLACK HILLS CORPORATION
          (exact name of registrant as specified in its charter)
     South Dakota                                   46-0111677
(State of Incorporation)                 (IRS Employer Identification No.)
                      625 Ninth Street, P.O. Box 1400
                      Rapid City, South Dakota  57709
                 (address of principal executive offices)

                 Registrant's telephone number, including
                        area code:  (605) 348-1700
                                                                    

         EMPLOYEES' STOCK PURCHASE PLAN OF BLACK HILLS CORPORATION
                         (Full title of the plan)
                                                                    

                              DALE E. CLEMENT
                      Senior Vice President - Finance
                          Black Hills Corporation
             625 Ninth Street, Rapid City, South Dakota 57701
                  (Name and address of agent for service)
                                                                    

       It is respectfully requested that the Commission send signed
           copies of all notices, orders and communications to:

                          DAVID E. MORRILL, Esq.
                       Morrill Brown Thomas & Nooney
             625 Ninth Street, Rapid City, South Dakota  57701
                                                                    

                      CALCULATION OF REGISTRATION FEE


                                   Proposed      Proposed
     Title of                      Maximum        Maximum
    Securities        Amount       Offering      Aggregate    Amount of
      to be           to be          Price       Offering   Registration
    Registered     Registered(1)  Per Share(2)     Price         Fee  

   Common Stock   200,000 Shares   $21.825      $4,365,000      $1,506
  ($1 Par Value)

1.     In addition, pursuant to Rule 416(c) under the Securities Act of     
       1933, this registration statement also covers an indeterminate       
       amount of interests to be offered or sold pursuant to the employee   
       benefit plan described herein.
2.     Estimated solely for the purpose of computing the registration fee   
       pursuant to Rule 457(c), based upon 90% of the average of the high   
       and low prices reported as of September 25, 1995.

                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The Registrant is filing this Form S-8 for the sole purpose of
registering 200,000 additional shares of Black Hills Corporation's Common
Stock ($1 par value) for issuance under its Employee Stock Purchase Plan. 
The contents of the Original Registration Statement and the Post-Effective
Amendment No. 1, File No. 33-15868 are incorporated by reference.


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Items 3, 4, 6, 7, and 9 are incorporated by reference from the
Original Registration Statement, File No. 33-15868 and Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 33-15868.

     Item 5.  The legality of the securities offered will be passed upon
for the Company by the law firm of Morrill Brown Thomas and Nooney, 625
Ninth Street, Rapid City, South Dakota  57701.

     Members of the firm of Morrill Brown Thomas and Nooney and members of
their immediate families own directly or indirectly an aggregate of 8,100
shares of Common Stock of the Company.

     Item 8.  Exhibits remain the same except for Exhibits 5, 23(a), and
23(b), manually signed copies of Exhibits 5, 23(a), and 23(b) being
attached hereto.  These attached exhibits supplement and update the
previously filed Exhibits 5, 24(a), and 24(b).

           Exhibit 5          Opinion re:   Legality

           Exhibit 23(a)      Consent of Independent Public Accountants

           Exhibit 23(b)      Consent of Counsel - included with Exhibit 5

           Exhibit 24         Powers of Attorney























     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all
of the requirements for filing on Form S-8 and has duly caused this to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rapid City, State of South Dakota, on the 28th day of September,
1995.

                                   BLACK HILLS CORPORATION


                                   By  /s/DALE E. CLEMENT                 
                                        Dale E. Clement, Senior Vice           
                                        President - Finance

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

        Signature                      Title                    Date

/s/DANIEL P. LANDGUTH            Principal Execute       September 28, 1995
Daniel P. Landguth,              Officer and Director
Chairman and President

/s/DALE E. CLEMENT               Principal Financial     September 28, 1995
Dale E. Clement, Senior          Officer and Director
  Vice President - Finance

/s/GARY R. FISH                  Principal Accounting    September 28, 1995
Gary R. Fish, Controller         Officer             

GLENN C. BARBER*                 Directors      
Glenn C. Barber                                                           

BRUCE B. BRUNDAGE*                                                        
Bruce B. Brundage
KIRK E. DEAN*                   
Kirk E. Dean                                                            

MICHAEL B. ENZI*           
Michael B. Enzi                                                         

JOHN R. HOWARD*                             September 28, 1995
John R. Howard                                                  

EVERETT E. HOYT*                   *By:      /s/DANIEL P. LANDGUTH         
Everett E. Hoyt                             Daniel P. Landguth
                                                         Attorney at Fact
KAY S. JORGENSEN*          
Kay S. Jorgensen
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 6769}]
{"company-data": {"conformed-name": "BLACK HILLS CORP", "cik": "0000012400", "assigned-sic": "4911", "irs-number": "460111677", "state-of-incorporation": "SD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63059", "film-number": "95577179"}, "business-address": {"street1": "625 NINTH ST", "street2": "PO BOX 1400", "city": "RAPID CITY", "state": "SD", "zip": "57709", "phone": "6053481700"}, "mail-address": {"street1": "P O BOX 1400", "city": "RAPID CITY", "state": "SD", "zip": "57709"}, "former-company": {"former-conformed-name": "BLACK HILLS POWER & LIGHT CO", "date-changed": "19860409"}}
Registration No. 33-            

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                                                    

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   under
                        The Securities Act of 1933
                                                                    

                          BLACK HILLS CORPORATION
          (exact name of registrant as specified in its charter)
     South Dakota                                   46-0111677
(State of Incorporation)                 (IRS Employer Identification No.)
                      625 Ninth Street, P.O. Box 1400
                      Rapid City, South Dakota  57709
                 (address of principal executive offices)

                 Registrant's telephone number, including
                        area code:  (605) 348-1700
                                                                    

         EMPLOYEES' STOCK PURCHASE PLAN OF BLACK HILLS CORPORATION
                         (Full title of the plan)
                                                                    

                              DALE E. CLEMENT
                      Senior Vice President - Finance
                          Black Hills Corporation
             625 Ninth Street, Rapid City, South Dakota 57701
                  (Name and address of agent for service)
                                                                    

       It is respectfully requested that the Commission send signed
           copies of all notices, orders and communications to:

                          DAVID E. MORRILL, Esq.
                       Morrill Brown Thomas & Nooney
             625 Ninth Street, Rapid City, South Dakota  57701
                                                                    

                      CALCULATION OF REGISTRATION FEE

                                   Proposed      Proposed
     Title of                      Maximum        Maximum
    Securities        Amount       Offering      Aggregate    Amount of
      to be           to be          Price       Offering   Registration
    Registered     Registered(1)  Per Share(2)     Price         Fee  

   Common Stock   200,000 Shares   $21.825      $4,365,000      $1,506
  ($1 Par Value)

1.     In addition, pursuant to Rule 416(c) under the Securities Act of     
       1933, this registration statement also covers an indeterminate       
       amount of interests to be offered or sold pursuant to the employee   
       benefit plan described herein.
2.     Estimated solely for the purpose of computing the registration fee   
       pursuant to Rule 457(c), based upon 90% of the average of the high   
       and low prices reported as of September 25, 1995.

                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The Registrant is filing this Form S-8 for the sole purpose of
registering 200,000 additional shares of Black Hills Corporation's Common
Stock ($1 par value) for issuance under its Employee Stock Purchase Plan. 
The contents of the Original Registration Statement and the Post-Effective
Amendment No. 1, File No. 33-15868 are incorporated by reference.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Items 3, 4, 6, 7, and 9 are incorporated by reference from the
Original Registration Statement, File No. 33-15868 and Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 33-15868.

     Item 5.  The legality of the securities offered will be passed upon
for the Company by the law firm of Morrill Brown Thomas and Nooney, 625
Ninth Street, Rapid City, South Dakota  57701.

     Members of the firm of Morrill Brown Thomas and Nooney and members of
their immediate families own directly or indirectly an aggregate of 8,100
shares of Common Stock of the Company.

     Item 8.  Exhibits remain the same except for Exhibits 5, 23(a), and
23(b), manually signed copies of Exhibits 5, 23(a), and 23(b) being
attached hereto.  These attached exhibits supplement and update the
previously filed Exhibits 5, 24(a), and 24(b).

           Exhibit 5          Opinion re:   Legality

           Exhibit 23(a)      Consent of Independent Public Accountants

           Exhibit 23(b)      Consent of Counsel - included with Exhibit 5

           Exhibit 24         Powers of Attorney

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all
of the requirements for filing on Form S-8 and has duly caused this to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rapid City, State of South Dakota, on the 28th day of September,
1995.

                                   BLACK HILLS CORPORATION

                                   By  /s/DALE E. CLEMENT                 
                                        Dale E. Clement, Senior Vice           
                                        President - Finance

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

        Signature                      Title                    Date

/s/DANIEL P. LANDGUTH            Principal Execute       September 28, 1995
Daniel P. Landguth,              Officer and Director
Chairman and President

/s/DALE E. CLEMENT               Principal Financial     September 28, 1995
Dale E. Clement, Senior          Officer and Director
  Vice President - Finance

/s/GARY R. FISH                  Principal Accounting    September 28, 1995
Gary R. Fish, Controller         Officer             

GLENN C. BARBER*                 Directors      
Glenn C. Barber                                                           

BRUCE B. BRUNDAGE*                                                        
Bruce B. Brundage
KIRK E. DEAN*                   
Kirk E. Dean                                                            

MICHAEL B. ENZI*           
Michael B. Enzi                                                         

JOHN R. HOWARD*                             September 28, 1995
John R. Howard                                                  

EVERETT E. HOYT*                   *By:      /s/DANIEL P. LANDGUTH         
Everett E. Hoyt                             Daniel P. Landguth
                                                         Attorney at Fact
KAY S. JORGENSEN*          
Kay S. Jorgensen