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
                                   ----------

           BLACK HILLS CORPORATION'S SHORT-TERM ANNUAL INCENTIVE PLAN
                            (Full title of the plan)
                                   ----------

                                ROXANN R. BASHAM
                            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:

                              JOHN K. NOONEY, Esq.
                        Morrill Thomas Nooney & Braun LLP
                625 Ninth Street, Rapid City, South Dakota 57701
                                    ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

----------------------- --------------------- -------------------- --------------------- ====================
                                               Proposed Maximum      Proposed Maximum
 Title of Securities                          Offering Price Per    Aggregate Offering        Amount of
   to be Registered         Amount to be           Share (1)              Price           Registration Fee
                           Registered (1)
<S>                     <C>                   <C>                   <C>                   <C>

----------------------- --------------------- -------------------- --------------------- ====================
----------------------- --------------------- -------------------- --------------------- ====================
     Common Stock
    ($1 par Value)         200,000 Shares          $24.1250             $4,825,000            $1,273.80
----------------------- --------------------- -------------------- --------------------- ====================

</TABLE>

1.   Estimated solely for the purpose of computing the registration fee pursuant
     to Rule 457(c),  based upon the average of the high and low prices reported
     as of February 4, 2000.


<PAGE>


                                     PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Black Hills Corporation (the Company) with
the Securities and Exchange Commission are incorporated herein by reference:

     (a) The  Company's  latest  annual  report on  Form-10K  filed  pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act of 1934  since the end of the  fiscal  year  covered by the annual
report on Form 10-K referred to in (a) above; and

     (c) The  description  of the  Company's  common  stock as  contained in the
Company's  registration  statement under Section 12 of the Exchange Act of 1934,
including any amendment or report updating such description.

     All reports and other documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered have been sold or which  deregisters  those  securities then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part thereof from the date of filing such documents.

Item 4.  DESCRIPTION OF SECURITIES

         The  Company's  common  stock is  registered  under  Section  12 of the
Exchange Act.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

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

         Members of the firm of Morrill Thomas Nooney & Braun LLP and members of
their immediate families own directly or indirectly 4,000 shares of common stock
of the Company.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICER

         Sections  47-2-58.1  to 47-2-58.7  of the South  Dakota  Codified  Laws
permit  indemnification  of  officers  and  directors  of  domestic  or  foreign
corporations  under certain  circumstances  and subject to certain  limitations.
Article V of the Bylaws of the Company and  separate  indemnification  contracts
entered  into  between  the  Company  and  each of its  directors  and  officers
authorize  indemnification  of the Company's  directors and officers  consistent
with the provisions of South Dakota laws.

         The Company has obtained  insurance  policies  indemnifying the Company
and the Company's  directors and officers against certain civil  liabilities and
related expenses.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         No securities are to be reoffered or resold pursuant to this agreement.


<PAGE>


Item 8.  EXHIBITS

     *4(a) Restated  Articles of Incorporation  dated May 24, 1994 (Exhibit 3(i)
to Form 8-K dated June 7, 1994, File No. 1-7978).

     *4(b) Bylaws dated April 20, 1999  (Exhibit 4(b) to Form S-8 dated July 13,
1999).

         5        Opinion of Morrill Thomas Nooney & Braun LLP

         23(a)    Consent of Morrill Thomas Nooney & Braun LLP (contained in
                  Exhibit 5)

         23(b)    Consent of Independent Public Accountants

         24       Powers of Attorney


Item 9.  UNDERTAKINGS

         (a)      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;

                           (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  (a)(l)(i) and  (a)(l)(ii) do not
         apply if 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 of 1934 that are  incorporated by reference in the
         registration statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, 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.

         (b) The undersigned  registrant hereby undertakes 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
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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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
Securities 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 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  Securities
Act and will be governed by the final adjudication of such issue.




<PAGE>


                                   SIGNATURES

   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 11th day of February, 2000.

                                    BLACK HILLS CORPORATION

                                    By  /S/ROXANN R. BASHAM
                                    Roxann R. Basham, 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 Executive            February 11, 2000
Daniel P. Landguth,             Officer and Director
Chairman and President

/S/ROXANN R. BASHAM             Principal Financial Officer    February 11, 2000
Roxann R. Basham,
Vice President - Finance

/S/MARK T. THIES                Principal Accounting Officer   February 11, 2000
Mark T. Thies, Controller

ADIL M. AMEER*                      Directors
Adil M. Ameer

BRUCE B. BRUNDAGE*
Bruce B. Brundage

DAVID C. EBERTZ*
David C. Ebertz

JOHN R. HOWARD*
John R. Howard

EVERETT E. HOYT*                                        February 11, 2000
Everett E. Hoyt

KAY S. JORGENSEN*                              *By:     /S/DANIEL P. LANDGUTH
Kay S. Jorgensen                                        Daniel P. Landguth
                                                        Attorney at Fact
THOMAS J. ZELLER*
Thomas J. Zeller
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 12172}]
{"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": "333-30272", "film-number": "537292"}, "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
                                   ----------

           BLACK HILLS CORPORATION'S SHORT-TERM ANNUAL INCENTIVE PLAN
                            (Full title of the plan)
                                   ----------

                                ROXANN R. BASHAM
                            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:

                              JOHN K. NOONEY, Esq.
                        Morrill Thomas Nooney & Braun LLP
                625 Ninth Street, Rapid City, South Dakota 57701
                                    ----------

                         CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- ====================
                                               Proposed Maximum      Proposed Maximum
 Title of Securities                          Offering Price Per    Aggregate Offering        Amount of
   to be Registered         Amount to be           Share (1)              Price           Registration Fee
                           Registered (1)
----------------------- --------------------- -------------------- --------------------- ====================
----------------------- --------------------- -------------------- --------------------- ====================
     Common Stock
    ($1 par Value)         200,000 Shares          $24.1250             $4,825,000            $1,273.80
----------------------- --------------------- -------------------- --------------------- ====================
1.   Estimated solely for the purpose of computing the registration fee pursuant
     to Rule 457(c),  based upon the average of the high and low prices reported
     as of February 4, 2000.
PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Black Hills Corporation (the Company) with
the Securities and Exchange Commission are incorporated herein by reference:

     (a) The  Company's  latest  annual  report on  Form-10K  filed  pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act of 1934  since the end of the  fiscal  year  covered by the annual
report on Form 10-K referred to in (a) above; and

     (c) The  description  of the  Company's  common  stock as  contained in the
Company's  registration  statement under Section 12 of the Exchange Act of 1934,
including any amendment or report updating such description.

     All reports and other documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered have been sold or which  deregisters  those  securities then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part thereof from the date of filing such documents.

Item 4.  DESCRIPTION OF SECURITIES

         The  Company's  common  stock is  registered  under  Section  12 of the
Exchange Act.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

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

         Members of the firm of Morrill Thomas Nooney & Braun LLP and members of
their immediate families own directly or indirectly 4,000 shares of common stock
of the Company.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICER

         Sections  47-2-58.1  to 47-2-58.7  of the South  Dakota  Codified  Laws
permit  indemnification  of  officers  and  directors  of  domestic  or  foreign
corporations  under certain  circumstances  and subject to certain  limitations.
Article V of the Bylaws of the Company and  separate  indemnification  contracts
entered  into  between  the  Company  and  each of its  directors  and  officers
authorize  indemnification  of the Company's  directors and officers  consistent
with the provisions of South Dakota laws.

         The Company has obtained  insurance  policies  indemnifying the Company
and the Company's  directors and officers against certain civil  liabilities and
related expenses.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         No securities are to be reoffered or resold pursuant to this agreement.
Item 8.  EXHIBITS

     *4(a) Restated  Articles of Incorporation  dated May 24, 1994 (Exhibit 3(i)
to Form 8-K dated June 7, 1994, File No. 1-7978).

     *4(b) Bylaws dated April 20, 1999  (Exhibit 4(b) to Form S-8 dated July 13,
1999).

         5        Opinion of Morrill Thomas Nooney & Braun LLP

         23(a)    Consent of Morrill Thomas Nooney & Braun LLP (contained in
                  Exhibit 5)

         23(b)    Consent of Independent Public Accountants

         24       Powers of Attorney

Item 9.  UNDERTAKINGS

         (a)      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;

                           (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  (a)(l)(i) and  (a)(l)(ii) do not
         apply if 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 of 1934 that are  incorporated by reference in the
         registration statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, 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.

         (b) The undersigned  registrant hereby undertakes 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
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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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
Securities 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 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  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

   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 11th day of February, 2000.

                                    BLACK HILLS CORPORATION

                                    By  /S/ROXANN R. BASHAM
                                    Roxann R. Basham, 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 Executive            February 11, 2000
Daniel P. Landguth,             Officer and Director
Chairman and President

/S/ROXANN R. BASHAM             Principal Financial Officer    February 11, 2000
Roxann R. Basham,
Vice President - Finance

/S/MARK T. THIES                Principal Accounting Officer   February 11, 2000
Mark T. Thies, Controller

ADIL M. AMEER*                      Directors
Adil M. Ameer

BRUCE B. BRUNDAGE*
Bruce B. Brundage

DAVID C. EBERTZ*
David C. Ebertz

JOHN R. HOWARD*
John R. Howard

EVERETT E. HOYT*                                        February 11, 2000
Everett E. Hoyt

KAY S. JORGENSEN*                              *By:     /S/DANIEL P. LANDGUTH
Kay S. Jorgensen                                        Daniel P. Landguth
                                                        Attorney at Fact
THOMAS J. ZELLER*
Thomas J. Zeller