SECURITIES AND EXCHANGE COMMISSION
                                                       Registration No. 33-
                          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 RETIREMENT SAVINGS PLAN (401K 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
		
Title of                       Proposed       Proposed
Securities    Amount           Maximum        Maximum         Amount of
to be         to be            Offering Price Aggregate       Registration
Registered    Registered(1)(2) Per Share(3)   Offering Price  Fee

Common Stock   
($1 Par Value)400,000 Shares   $ 24.0313      $9,612,520      $2,836

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 Black Hills Corporation Retirement 
Savings plan (401K Plan).

2. Maximum number of shares expected to be acquired in the Plan through 
Participant contributions.

3. 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 August 17, 1998.

<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

     Not applicable.

Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     Not applicable.

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

     Not applicable.

<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 January 30, 1997 (Exhibit 3(b) to Form 10-K dated 
March 7, 1997).

    23	 Consent of Independent Public Accountants

    24	 Powers of Attorney

    99	 Black Hills Corporation Retirement Savings Plan Financial Statements
        as of December 31, 1997 and 1996 Together With Report of Independent
        Public Accounts.

    The registrant undertakes that the registrant 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.

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 is 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 20th day of August, 1998.

                                       BLACK HILLS CORPORATION

                                       By /s/ROXANN R. BASHAM
                                       Roxann R. Basham, Vice President-Finance

     Pursuant to the requirements of the Securities Act of 1933, the trustees
have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rapid City, State of
South Dakota, on the 20th day of August, 1998.

                                       BLACK HILLS CORPORATION
                                       RETIREMENT SAVINGS PLAN

                                       By /s/ROXANN R. BASHAM
                                       Roxann R. Basham, Trustee

     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      August 20, 1998
Daniel P. Landguth,           Officer and Director
Chairman and President

/s/ROXANN R. BASHAM          Principal Financial      August 20, 1998
Roxann R. Basham,             Officer
Vice President - Finance

/s/MARK T. THIES             Principal Accounting     August 20, 1998
Mark T. Thies,                Officer
Controller

GLENN C. BARBER*             Directors
Glenn C. Barber

BRUCE B. BRUNDAGE*
Bruce B. Brundage

JOHN R. HOWARD*							
John R. Howard

EVERETT E. HOYT*                             August 20, 1998
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", "secsgml_size_bytes": 11397}]
{"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": "333-61969", "film-number": "98695333"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION
                                                       Registration No. 33-
                          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 RETIREMENT SAVINGS PLAN (401K 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
		
Title of                       Proposed       Proposed
Securities    Amount           Maximum        Maximum         Amount of
to be         to be            Offering Price Aggregate       Registration
Registered    Registered(1)(2) Per Share(3)   Offering Price  Fee

Common Stock   
($1 Par Value)400,000 Shares   $ 24.0313      $9,612,520      $2,836

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 Black Hills Corporation Retirement 
Savings plan (401K Plan).

2. Maximum number of shares expected to be acquired in the Plan through 
Participant contributions.

3. 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 August 17, 1998.
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

     Not applicable.

Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL

     Not applicable.

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

     Not applicable.
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 January 30, 1997 (Exhibit 3(b) to Form 10-K dated 
March 7, 1997).

    23	 Consent of Independent Public Accountants

    24	 Powers of Attorney

    99	 Black Hills Corporation Retirement Savings Plan Financial Statements
        as of December 31, 1997 and 1996 Together With Report of Independent
        Public Accounts.

    The registrant undertakes that the registrant 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.

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 is 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 20th day of August, 1998.

                                       BLACK HILLS CORPORATION

                                       By /s/ROXANN R. BASHAM
                                       Roxann R. Basham, Vice President-Finance

     Pursuant to the requirements of the Securities Act of 1933, the trustees
have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rapid City, State of
South Dakota, on the 20th day of August, 1998.

                                       BLACK HILLS CORPORATION
                                       RETIREMENT SAVINGS PLAN

                                       By /s/ROXANN R. BASHAM
                                       Roxann R. Basham, Trustee

     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      August 20, 1998
Daniel P. Landguth,           Officer and Director
Chairman and President

/s/ROXANN R. BASHAM          Principal Financial      August 20, 1998
Roxann R. Basham,             Officer
Vice President - Finance

/s/MARK T. THIES             Principal Accounting     August 20, 1998
Mark T. Thies,                Officer
Controller

GLENN C. BARBER*             Directors
Glenn C. Barber

BRUCE B. BRUNDAGE*
Bruce B. Brundage

JOHN R. HOWARD*							
John R. Howard

EVERETT E. HOYT*                             August 20, 1998
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