<PAGE>

  As filed with the Securities and Exchange Commission on November 20, 1996.

                                                          Registration No.
================================================================================


                       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
incorporation or organization)                             Identification No.)

                               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
                 EXECUTIVE LONG-TERM INCENTIVE COMPENSATION 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 Corporate Secretary
  30 West Superior Street                            30 West Superior Street
  Duluth, Minnesota  55802                          Duluth, Minnesota  55802
  (218) 722-2641                                              (218) 722-2641

  JAMES K. VIZANKO                                 ELIZABETH W. POWERS, ESQ.
  Corporate 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)

                                 --------------

<PAGE>
<TABLE>
<CAPTION>

                                                 CALCULATION OF REGISTRATION FEE

=============================== ==================================== ================= ================ ============================
                                                                     Proposed          Proposed
                                                                     maximum           maximum
Title of                                                             offering          aggregate
securities to be registered     Amount to be                         price             offering         Amount of
                                registered<F1>                       per unit<F2>      price<F2>        registration fee
=============================== ==================================== ================= ================ ============================
<S>                             <C>                                  <C>               <C>              <C>
Common Stock                    2,100,000                Shares      $28.1875          $59,193,750      $17,938
(without par value)

Preferred Share
Purchase Rights                 2,100,000                Rights<F3>    -                 -                 -   <F4>

=============================== ==================================== ================= ================ ============================
<FN>
     <F1>      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.

     <F2>      Estimated  solely for the purpose of calculating the registration
               fee,  pursuant to Rule 457(h), 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 November 13, 1996.

     <F3>      The Preferred  Share Purchase  Rights (the "Rights") are attached
               to and  will  trade  with the  Common  Stock  (collectively,  the
               "Shares").  The value  attributable  to the  Rights,  if any,  is
               reflected in the market price of the Common Stock.

     <F4>      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

                 EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference.

         Minnesota  Power & Light Company (the  "Company")  hereby  incorporates
herein by reference the following documents previously filed by the Company with
the Securities and Exchange Commission:

         (1)      The Company's Annual Report on Form 10-K for the year ended 
                  December 31, 1995;

         (2)      The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, June 30 and September 30, 1996; and

         (3)      The  Company's  Current  Reports on Form 8-K,  dated  April 9,
                  1996,  June  18,  1996,  August  2,  1996,  August  23,  1996,
                  September 5, 1996, October 3, 1996 and November 7, 1996.

         All documents  subsequently  filed by the Company  pursuant to Sections
13,  14 or  15(d)  of the  Securities  Exchange  Act of 1934,  as  amended  (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
the securities then remaining unsold,  shall be deemed to be incorporated herein
by  reference  and to be a part  hereof  from the  respective  dates  of  filing
thereof. Any statement contained in an incorporated  document shall be deemed to
be modified or superseded to the extent that a statement  contained herein or in
any  subsequently  filed  incorporated  document  modifies  or  supersedes  such
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 8 to  Consolidated  Financial  Statements
incorporated by reference in the Company's 1995 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.

                                      II-2
<PAGE>


         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 for the Common Stock are Norwest Bank Minnesota, 
N.A. and the Company.  The 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  Corporate  Secretary  of the
Company, as Rights Agent. The description of the Rights set forth 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 24, 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  (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,

                                      II-3
<PAGE>
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
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.

                                      II-4
<PAGE>
         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-5
<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 1995 10-K,  except as they
relate  to  ADESA,  have  been  audited  by Price  Waterhouse  LLP,  independent
accountants,  and,  insofar  as they  relate  to  ADESA,  by Ernst & Young  LLP,
independent auditors. Such financial statements, except as they relate to ADESA,
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  1995 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 consolidated financial statements of ADESA for the period from July
1, 1995 to December  31, 1995 which are included in the  consolidated  financial
statements  of the  Company  incorporated  in  this  registration  statement  by
reference  to the  Company's  1995 Form 10-K have been  audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included in said
1995 Form 10-K. The  consolidated  financial  statements of ADESA for the period
from  July 1,  1995 to  December  31,  1995  are  included  in the  consolidated
financial  statements of the Company in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

         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 Corporate 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 October 31, 1996, Mr. Halverson owned  approximately 4,132 shares
of the  Common  Stock of the  Company.  Mr.  Halverson  is  regularly  acquiring
additional  shares of Common Stock as a participant  in the  Company's  Employee
Stock Purchase Plan,  Employee Stock Ownership Plan and Supplemental  Retirement
Plan.

         The  legality of the Shares to be issued under this Plan will be passed
upon for the Company by Mr.  Halverson  and by Reid & Priest LLP, New York,  New
York,  counsel for the Company.  Reid & Priest LLP may rely as to all matters of
Minnesota law upon the opinion of Mr. Halverson.

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.
                                      II-6
<PAGE>

         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 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
-------

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

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

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

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

                                      II-7
<PAGE>

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

                                                       Reference
        Number               Dated as of                 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)

*4(d)      -      Mortgage and Deed of Trust, dated as of March 1, 1943, between
                  Superior  Water,  Light and Power  Company and Chemical Bank &
                  Trust Company (Chase Manhattan Bank,  successor) and Howard B.
                  Smith  (Steven F. Lasher,  successor),  as Trustees  (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 as of 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(e)      -      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).

                                      II-8
<PAGE>

*4(f)      -      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(g)      -      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).

*4(h)      -      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(i)      -      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(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,  including Exhibit A -
                  Form of  Certificate  of  Resolution  Fixing  Terms of  Junior
                  Serial   Preferred   Stock  A,  Exhibit  B  -  Form  of  Right
                  Certificate  and Exhibit C - Summary of the Rights Plan (filed
                  as  Exhibit  4 to Form 8-K  dated  August  2,  1996,  File No.
                  1-3548).

 5(a)      -      Opinion and Consent of Philip R. Halverson, Esq., Vice 
                  President,  General  Counsel and  Corporate  Secretary  of the
                  Company.

 5(b)      -      Opinion and Consent of Reid & Priest LLP.

23(a)      -      Consent of Price Waterhouse LLP.

23(b)      -      Consent of Ernst & Young LLP.

23(c)      -      Consents of Philip R. Halverson, Esq., and Reid & Priest LLP 
                  are contained in Exhibits 5(a) and (b), respectively.

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

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

                                      II-9
<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  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.

                                      II-10
<PAGE>
         (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-11
<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 19th day of
November, 1996.

                                              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,       November 19, 1996
      ------------------       Chief Executive Officer and
      Edwin L. Russell                   Director
    Chairman, President,                      
   Chief Executive Officer
        and Director

        D. G. Gartzke                 Senior Vice              November 19, 1996
      ------------------        President-Finance and Chief
        D. G. Gartzke               Financial Officer   
Senior Vice President-Finance           
  and Chief Financial Officer

       Mark A. Schober             Corporate Controller        November 19, 1996
      ------------------
       Mark A. Schober
     Corporate Controller


                                      II-12
<PAGE>
          Signature                      Title                        Date
          ---------                      -----                        ----

      Merrill K. Cragun                 Director               November 19, 1996
    ----------------------
      Merrill K. Cragun

      Dennis E. Evans                   Director               November 19, 1996
    ----------------------
      Dennis E. Evans

      Peter J. Johnson                  Director               November 19, 1996
    ----------------------
      Peter J. Johnson

      George L. Mayer                   Director               November 19, 1996
    ----------------------
      George L. Mayer

      Paula F. McQueen                  Director               November 19, 1996
    ----------------------
      Paula F. McQueen

      Robert S. Nickoloff               Director               November 19, 1996
    ----------------------
      Robert S. Nickoloff

      Jack I. Rajala                    Director               November 19, 1996
    ----------------------
      Jack I. Rajala

      Arend J. Sandbulte                Director               November 19, 1996
    ----------------------
      Arend J. Sandbulte

      Nick Smith                        Director               November 19, 1996
    ----------------------
      Nick Smith

      Bruce W. Stender                  Director               November 19, 1996
    ----------------------
      Bruce W. Stender

      Donald C. Wegmiller               Director               November 19, 1996
    ----------------------
      Donald C. Wegmiller


                                      II-13
[{"type": "S-8", "sequence": "1", "description": "S8-EXECUTIVE", "secsgml_size_bytes": 46336}]
{"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": "333-16463", "film-number": "96669781"}, "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 November 20, 1996.

                                                          Registration No.
================================================================================

                       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
incorporation or organization)                             Identification No.)

                               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
                 EXECUTIVE LONG-TERM INCENTIVE COMPENSATION 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 Corporate Secretary
  30 West Superior Street                            30 West Superior Street
  Duluth, Minnesota  55802                          Duluth, Minnesota  55802
  (218) 722-2641                                              (218) 722-2641

  JAMES K. VIZANKO                                 ELIZABETH W. POWERS, ESQ.
  Corporate 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
Title of                                                             offering          aggregate
securities to be registered     Amount to be                         price             offering         Amount of
                                registered
per unit
price
registration fee
=============================== ==================================== ================= ================ ============================
Common Stock                    2,100,000                Shares      $28.1875          $59,193,750      $17,938
(without par value)

Preferred Share
Purchase Rights                 2,100,000                Rights
-                 -                 -
=============================== ==================================== ================= ================ ============================
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), 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 November 13, 1996.
The Preferred  Share Purchase  Rights (the "Rights") are attached
               to and  will  trade  with the  Common  Stock  (collectively,  the
               "Shares").  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

                 EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         Minnesota  Power & Light Company (the  "Company")  hereby  incorporates
herein by reference the following documents previously filed by the Company with
the Securities and Exchange Commission:

         (1)      The Company's Annual Report on Form 10-K for the year ended 
                  December 31, 1995;

         (2)      The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, June 30 and September 30, 1996; and

         (3)      The  Company's  Current  Reports on Form 8-K,  dated  April 9,
                  1996,  June  18,  1996,  August  2,  1996,  August  23,  1996,
                  September 5, 1996, October 3, 1996 and November 7, 1996.

         All documents  subsequently  filed by the Company  pursuant to Sections
13,  14 or  15(d)  of the  Securities  Exchange  Act of 1934,  as  amended  (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
the securities then remaining unsold,  shall be deemed to be incorporated herein
by  reference  and to be a part  hereof  from the  respective  dates  of  filing
thereof. Any statement contained in an incorporated  document shall be deemed to
be modified or superseded to the extent that a statement  contained herein or in
any  subsequently  filed  incorporated  document  modifies  or  supersedes  such
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 8 to  Consolidated  Financial  Statements
incorporated by reference in the Company's 1995 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.

                                      II-2
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 for the Common Stock are Norwest Bank Minnesota, 
N.A. and the Company.  The 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  Corporate  Secretary  of the
Company, as Rights Agent. The description of the Rights set forth 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 24, 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  (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,

                                      II-3
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
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.

                                      II-4
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-5
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 1995 10-K,  except as they
relate  to  ADESA,  have  been  audited  by Price  Waterhouse  LLP,  independent
accountants,  and,  insofar  as they  relate  to  ADESA,  by Ernst & Young  LLP,
independent auditors. Such financial statements, except as they relate to ADESA,
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  1995 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 consolidated financial statements of ADESA for the period from July
1, 1995 to December  31, 1995 which are included in the  consolidated  financial
statements  of the  Company  incorporated  in  this  registration  statement  by
reference  to the  Company's  1995 Form 10-K have been  audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included in said
1995 Form 10-K. The  consolidated  financial  statements of ADESA for the period
from  July 1,  1995 to  December  31,  1995  are  included  in the  consolidated
financial  statements of the Company in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

         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 Corporate 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 October 31, 1996, Mr. Halverson owned  approximately 4,132 shares
of the  Common  Stock of the  Company.  Mr.  Halverson  is  regularly  acquiring
additional  shares of Common Stock as a participant  in the  Company's  Employee
Stock Purchase Plan,  Employee Stock Ownership Plan and Supplemental  Retirement
Plan.

         The  legality of the Shares to be issued under this Plan will be passed
upon for the Company by Mr.  Halverson  and by Reid & Priest LLP, New York,  New
York,  counsel for the Company.  Reid & Priest LLP may rely as to all matters of
Minnesota law upon the opinion of Mr. Halverson.

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.
                                      II-6
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 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
-------

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

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

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

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

                                      II-7
*4(c)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(c)2     -      Supplemental Indentures to Mortgage and Deed of Trust:

                                                       Reference
        Number               Dated as of                 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)

*4(d)      -      Mortgage and Deed of Trust, dated as of March 1, 1943, between
                  Superior  Water,  Light and Power  Company and Chemical Bank &
                  Trust Company (Chase Manhattan Bank,  successor) and Howard B.
                  Smith  (Steven F. Lasher,  successor),  as Trustees  (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 as of 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(e)      -      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).

                                      II-8
*4(f)      -      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(g)      -      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).

*4(h)      -      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(i)      -      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(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,  including Exhibit A -
                  Form of  Certificate  of  Resolution  Fixing  Terms of  Junior
                  Serial   Preferred   Stock  A,  Exhibit  B  -  Form  of  Right
                  Certificate  and Exhibit C - Summary of the Rights Plan (filed
                  as  Exhibit  4 to Form 8-K  dated  August  2,  1996,  File No.
                  1-3548).

 5(a)      -      Opinion and Consent of Philip R. Halverson, Esq., Vice 
                  President,  General  Counsel and  Corporate  Secretary  of the
                  Company.

 5(b)      -      Opinion and Consent of Reid & Priest LLP.

23(a)      -      Consent of Price Waterhouse LLP.

23(b)      -      Consent of Ernst & Young LLP.

23(c)      -      Consents of Philip R. Halverson, Esq., and Reid & Priest LLP 
                  are contained in Exhibits 5(a) and (b), respectively.

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

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

                                      II-9
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  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.

                                      II-10
(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-11
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 19th day of
November, 1996.

                                              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,       November 19, 1996
      ------------------       Chief Executive Officer and
      Edwin L. Russell                   Director
    Chairman, President,                      
   Chief Executive Officer
        and Director

        D. G. Gartzke                 Senior Vice              November 19, 1996
      ------------------        President-Finance and Chief
        D. G. Gartzke               Financial Officer   
Senior Vice President-Finance           
  and Chief Financial Officer

       Mark A. Schober             Corporate Controller        November 19, 1996
      ------------------
       Mark A. Schober
     Corporate Controller

                                      II-12
Signature                      Title                        Date
          ---------                      -----                        ----

      Merrill K. Cragun                 Director               November 19, 1996
    ----------------------
      Merrill K. Cragun

      Dennis E. Evans                   Director               November 19, 1996
    ----------------------
      Dennis E. Evans

      Peter J. Johnson                  Director               November 19, 1996
    ----------------------
      Peter J. Johnson

      George L. Mayer                   Director               November 19, 1996
    ----------------------
      George L. Mayer

      Paula F. McQueen                  Director               November 19, 1996
    ----------------------
      Paula F. McQueen

      Robert S. Nickoloff               Director               November 19, 1996
    ----------------------
      Robert S. Nickoloff

      Jack I. Rajala                    Director               November 19, 1996
    ----------------------
      Jack I. Rajala

      Arend J. Sandbulte                Director               November 19, 1996
    ----------------------
      Arend J. Sandbulte

      Nick Smith                        Director               November 19, 1996
    ----------------------
      Nick Smith

      Bruce W. Stender                  Director               November 19, 1996
    ----------------------
      Bruce W. Stender

      Donald C. Wegmiller               Director               November 19, 1996
    ----------------------
      Donald C. Wegmiller

                                      II-13