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
                                   ----------

                1999 STOCK OPTION PLAN OF BLACK HILLS CORPORATION
                            (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)         700,000 Shares          $23.0625            $16,143,750             $4,488
====================    ====================  ==================== ====================  ===================
</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 July 7, 1999.


<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.

     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 13th day of July, 1999.

                                      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                 July 13, 1999
Daniel P. Landguth,            Officer and Director
Chairman and President

/S/ROXANN R. BASHAM            Principal Financial Officer         July 13, 1999
Roxann R. Basham,
Vice President - Finance

/S/MARK T. THIES               Principal Accounting Officer        July 13, 1999
Mark T. Thies, Controller

ADIL M. AMEER*                 Directors
Adil M. Ameer

GLENN C. BARBER*
Glenn C. Barber

BRUCE B. BRUNDAGE*
Bruce B. Brundage

DAVID C. EBERTZ*
David C. Ebertz

JOHN R. HOWARD*
John R. Howard

EVERETT E. HOYT*                                         July 13, 1999
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": 11865}]
{"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": "333-82787", "film-number": "99663843"}, "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
                                   ----------

                1999 STOCK OPTION PLAN OF BLACK HILLS CORPORATION
                            (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)         700,000 Shares          $23.0625            $16,143,750             $4,488
====================    ====================  ==================== ====================  ===================
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 July 7, 1999.
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.

     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 13th day of July, 1999.

                                      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                 July 13, 1999
Daniel P. Landguth,            Officer and Director
Chairman and President

/S/ROXANN R. BASHAM            Principal Financial Officer         July 13, 1999
Roxann R. Basham,
Vice President - Finance

/S/MARK T. THIES               Principal Accounting Officer        July 13, 1999
Mark T. Thies, Controller

ADIL M. AMEER*                 Directors
Adil M. Ameer

GLENN C. BARBER*
Glenn C. Barber

BRUCE B. BRUNDAGE*
Bruce B. Brundage

DAVID C. EBERTZ*
David C. Ebertz

JOHN R. HOWARD*
John R. Howard

EVERETT E. HOYT*                                         July 13, 1999
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