Securities and Exchange Commission
                               Washington, D.C.  20549

                                      Form 10-Q

X     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended March 31,June 30, 1994.

                                         OR

___   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      ACT OF 1934

      For the transition period from _______________ to _______________.


      Commission File Number 1-7978


                               Black Hills Corporation
       Incorporated in South Dakota      IRS Identification Number 46-0111677

                                  625 Ninth Street
                           Rapid City, South Dakota  57709

                    Registrant's telephone number (605)-348-1700


                                        NONE
      Former name, former address, and former fiscal year if changed since
      last report


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

           Yes     X                               No           
          
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the last practicable date.

                 Class                           Outstanding at April 30,July 31, 1994

      Common stock, $1.00 par value                     14,311,33614,347,302 shares





                               BLACK HILLS CORPORATION

                                      I N D E X


                                                                   Page
                                                                   Number

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

           Consolidated Balance Sheets-                            2-3
            March 31,June 30, 1994, December 31, 1993, 
            and March 31,June 30, 1993

           Consolidated Statements of Income-                      4-54
            Three, Six, and Twelve Months 
            Ended March 31,June 30, 1994 and 1993
      
           Consolidated Statements of Cash Flows-                  6-75-6
            Three, Six, and Twelve Months 
            Ended March 31,June 30, 1994 and 1993

           Consolidated Statements of Shareholders' Equity-        87
            Three, Six, and Twelve Months Ended 
            March 31,June 30, 1994 and 1993

           Notes to Consolidated Financial Statements              98

Item 2.    Management's Discussion and Analysis of                 9-128-12
            Financial Position and Consolidated 
            Statements of Earnings


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                       13

Item 4.    Submission of Matters to a Vote of 
           Security-Holders                                        13

Item 5.    Other Information                                       13

Item 6.    Exhibits and Reports on Form 8-K                        13


Signatures                                                         14







                        BLACK HILLS CORPORATION

                             Consolidated Balance Sheets
                                     (unaudited)
March 31June 30 December 31 March 31June 30 1994 1993 1993 (in thousands) Assets Current assets: Cash and cash equivalents $ 16,78713,476 $ 7,866 $ 3,7541,068 Short-term investments 26,22523,101 24,217 16,77115,385 Receivables- Customers 10,93112,306 12,415 9,5169,981 Other 2,5242,052 901 2,0601,909 Materials, supplies, and fuel 7,0136,726 6,765 6,9186,676 Prepaid expenses 1,4091,160 1,638 1,538 64,8891,351 58,821 53,802 40,55736,370 Property and investments: Electric 347,805365,614 341,852 322,456327,401 Coal mining 52,35752,157 51,670 44,83845,403 Oil and gas 32,99335,527 32,371 29,90731,300 Other 3,4002,700 7,250 22,242 436,55522,243 455,998 433,143 419,443426,347 Less accumulated depreciation and depletion (148,704)(152,551) (144,492) (137,726)(141,060) Net property and investments 287,851303,447 288,651 281,717285,287 Deferred charges: Federal income taxes 7,3177,314 7,271 8,6477,827 Other 3,4073,755 3,129 2,522 10,7243,426 11,069 10,400 11,16911,253 Total $363,464$373,337 $352,853 $333,443 See accompanying notes to consolidated financial statements.$332,910 /TABLE BLACK HILLS CORPORATION Consolidated Balance Sheets (unaudited)
March 31June 30 December 31 March 31June 30 1994 1993 1993 (in thousands) Liabilities and Capitalization Current liabilities: Current maturities of long-term debt $ 2,0902,089 $ 3,542 $ 4,2973,492 Notes payable 21,66833,161 11,768 7,18414,618 Accounts payable 6,2577,746 9,535 6,6253,861 Accrued liabilities- Income taxes 2,81848 204 2,538774 Other taxes 6,6715,289 5,379 6,6265,122 Interest 2,2001,589 1,700 2,7021,760 Fuel and purchased power refunds 1,200975 1,375 2,1701,475 Other 6,0856,788 6,023 5,748 48,9895,797 57,685 39,526 37,89036,899 Deferred credits: Federal income taxes 36,58137,154 36,705 37,12934,001 Investment tax credits 5,9015,774 6,027 3,0416,280 Reclamation costs 7,4417,550 7,290 6,8136,981 Regulatory liability 6,912 6,912 8,159 Other 3,1803,355 3,030 2,617 60,0152,723 60,745 59,964 57,75958,144 Capitalization: Common stock equity- Common stock 14,30714,345 14,270 13,70713,711 Additional paid-in capital 44,18444,941 43,420 30,41430,514 Retained earnings 111,485111,144 110,399 106,890107,076 Total common stock equity 169,976170,430 168,089 151,011151,301 Long-term debt 84,48484,477 85,274 86,783 254,46086,566 254,907 253,363 237,794237,867 Total $363,464$373,337 $352,853 $333,443 See accompanying notes to consolidated financial statements.$332,910 /TABLE BLACK HILLS CORPORATION Consolidated Statements of Income (unaudited)
Three Months Six Months Twelve Months March 31 March 31June 30 June 30 June 30 1994 1993 1994 1993 1994 1993 (in thousands) Operating revenues: Electric $25,870 $24,640 $ 99,385 $ 98,781$25,969 $22,854 $51,840 $47,494 $102,500 $98,545 Coal mining 7,179 7,319 29,682 28,8475,354 7,065 12,533 14,384 27,971 29,194 Oil and gas 2,611 2,416 11,591 9,628 35,660 34,375 140,658 137,2563,168 3,005 5,779 5,421 11,754 10,265 34,491 32,924 70,152 67,299 142,225 138,004 Operating expenses: Fuel and purchased power 9,994 8,530 37,961 37,87311,720 8,965 21,714 17,494 40,840 37,650 Operations &and maintenance 6,917 7,674 29,880 30,6556,949 7,903 13,868 15,577 29,090 31,018 Administrative and general 1,967 2,392 7,935 8,6461,553 1,999 3,519 4,392 7,434 8,437 Depreciation, depletion, and amortization 4,493 3,405 17,139 13,8844,392 3,982 8,886 7,386 17,550 14,493 Taxes, other than income taxes 2,610 2,394 10,259 8,694 25,981 24,395 103,174 99,7522,366 2,282 4,976 4,675 10,110 8,718 26,980 25,131 52,963 49,524 105,024 100,316 Operating income: Electric 6,605 6,611 23,976 24,4205,057 4,479 11,661 11,090 24,554 24,421 Coal mining 2,963 2,924 12,398 11,6601,966 2,804 4,929 5,729 11,560 11,744 Oil and gas 111 445 1,110 1,424 9,679 9,980 37,484 37,504488 510 599 956 1,087 1,523 7,511 7,793 17,189 17,775 37,201 37,688 Other (income) and expense: Interest expense 2,147 2,165 8,798 8,8962,331 2,246 4,477 4,411 8,883 9,009 Investment income (347) (418) (1,668) (2,953)(382) (430) (727) (848) (1,619) (2,658) Allowance for funds used during construction (360) (154) (935) (468)(716) (65) (1,076) (218) (1,587) (432) Other 68 (133) (273) (1,283) 1,508 1,460 5,922 4,192(91) (168) (22) (299) (195) (308) 1,142 1,583 2,652 3,046 5,482 5,611 Income before income taxes 8,171 8,520 31,562 33,3126,369 6,210 14,537 14,729 31,719 32,077 Income taxes (2,371) (2,417) (8,920) (9,159)(1,986) (1,635) (4,356) (4,051) (9,270) (8,931) Net income available for common stock $ 5,8004,383 $ 6,103 $ 22,642 $ 24,1534,575 $10,181 $10,678 $22,449 $23,146 Weighted average common shares outstanding 14,275 13,705 13,954 13,69614,324 13,709 14,305 13,707 14,107 13,701 Earnings per share $ 0.41 $ 0.45 $ 1.62 $ 1.76$0.31 $0.33 $0.71 $0.78 $1.59 $1.69 Dividends paid per share of common stock $ 0.33 $ 0.32 $ 1.29 $ 1.25 See accompanying notes to consolidated financial statements.$0.33 $0.32 $0.66 $0.64 $1.30 $1.26 /TABLE BLACK HILLS CORPORATION Consolidated Statements of Cash Flows (unaudited)
Three Months Six Months Twelve Months March 31 March 31June 30 June 30 June 30 1994 1993 1994 1993 1994 1993 (in thousands) Cash flows provided from (used for) operating activities: Net Income $ 5,8004,383 $ 6,103 $22,642 $24,1534,575 $10,181 $10,678 $22,449 $23,146 Principal non-cash items- Depreciation, depletion, and amortization 4,493 3,405 17,139 13,8844,392 3,982 8,886 7,386 17,550 14,493 Deferred income taxes and investment tax credits, net 204 107 1,139 899450 45 653 151 1,544 916 Allowance for other funds used during construction (162) (61) (434) (124)(401) (37) (563) (99) (797) (110) (Increase) decrease in receivables, inventories, and other current assets (158) 131 (1,845) (94)(366) 115 (524) 246 (2,326) (299) Increase (decrease) in other current liabilities 1,015 (369) (1,178) 5,685(2,796) (7,620) (1,781) (7,989) 3,646 591 Other, net (484) 613 3,155 19 10,708 9,929 40,618 44,422(306) 421 (1,150) 1,037 2,064 2,528 5,356 1,481 15,702 11,410 44,130 41,265 Cash flows provided from (used for) investment activities: Neil Simpson Unit #2 construction costs, excluding allowance for other funds used during construction (4,302) (638) (16,339) (1,902)(14,125) (769) (18,088) (1,407) (29,356) (2,587) Other property additions, excluding allowance for other funds used during construction (3,437) (3,680) (27,039) (26,157)(6,073) (6,913) (9,489) (10,592) (26,178) (26,540) Short-term investments purchased (7,525) (8,118) (31,012) (28,486)(7,500) (2,964) (15,025) (11,082) (35,548) (25,541) Short-term investments sold 5,517 7,446 21,558 32,05610,624 4,350 16,141 11,796 27,832 30,156 Proceeds from sale of long-term investments 4,215851 - 18,9465,066 - (5,532) (4,990) (33,886) (24,489)19,797 - (16,223) (6,296) (21,395) (11,285) (43,453) (24,512) Cash flows provided from (used for) financing activities: Dividends paid (4,714) (4,386) (18,047) (17,122)(4,724) (4,387) (9,436) (8,774) (18,381) (17,266) Common stock issued 801 136 14,370 553795 104 1,596 240 15,061 514 Increase (decrease) in short-term notes 9,900 (800) 14,484 1,20011,493 7,434 21,393 6,634 18,543 4,734 Long-term debt retired (2,242) (1,902) (4,506) (3,959) 3,745 (6,952) 6,301 (19,328)(8) (1,022) (2,250) (2,924) (3,492) (4,973) 7,556 2,129 11,303 (4,824) 11,731 (16,991) Increase (decrease) in cash and cash equivalents 8,921 (2,013) 13,033 605(3,311) (2,686) 5,610 (4,699) 12,408 (238) Cash and cash equivalents: Beginning of period 16,787 3,754 7,866 5,767 3,754 3,1491,068 1,306 End of period $16,787$13,476 $ 3,754 $16,7871,068 $13,476 $ 3,7541,068 $13,476 $ 1,068 Supplemental disclosure of cash flow information Cash paid during the period for: Interest $ 1,6472,492 $ 1,6303,188 $ 9,3004,588 $ 9,0864,818 $ 8,777 $ 9,089 Income taxes $ -4,025 $ 2,5254,075 $ 7,8254,025 $ 9,254 See accompanying notes to consolidated financial statements.4,250 $ 7,950 $ 7,329 /TABLE BLACK HILLS CORPORATION Statements of Shareholders' Equity (unaudited)
Three Months Six Months Twelve Months March 31 March 31June 30 June 30 June 30 1994 1993 1994 1993 1994 1993 (in thousands) Common stock: Beginning of period $ 14,307 $ 13,707 $ 14,270 $ 13,701 $ 13,70713,711 $ 13,68213,689 Issuance of $1 par value shares 37 6 600 2538 4 75 10 634 22 End of period 14,307 13,707 14,307 13,70714,345 13,711 14,345 13,711 14,345 13,711 Additional paid-in capital: Beginning of period 44,184 30,414 43,420 30,284 30,414 29,88630,514 30,022 Excess of proceeds over par value of stock issued 753 132 14,406 530736 100 1,488 232 15,042 494 Expenses related to issuance of stock 1121 - 33 (2) (636)(615) (2) End of period 44,184 30,414 44,184 30,41444,941 30,514 44,941 30,514 44,941 30,514 Retained earnings: Beginning of period 111,485 106,888 110,399 105,173 106,890 99,859105,172 107,076 101,196 Net income 5,800 6,103 22,642 24,1534,383 4,575 10,181 10,678 22,449 23,146 Cash dividends on common stock (4,714) (4,386) (18,047) (17,122)(4,724) (4,387) (9,436) (8,774) (18,381) (17,266) End of period 111,485 106,890 111,485 106,890111,144 107,076 111,144 107,076 111,144 107,076 Total shareholders' equity $169,976 $151,011 $169,976 $151,011$170,430 $151,301 $170,430 $151,301 $170,430 $151,301 See accompanying notes to consolidated financial statements. /TABLE BLACK HILLS CORPORATION Notes to Consolidated Financial Statements (Reference is made to Notes to Consolidated Financial Statements included in the Company's Annual Report) (1) Management's Statement The financial statements included herein have been prepared by Black Hills Corporation (the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the footnotes adequately disclose the information presented. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto, included in the Company's 1993 Annual Report on Form 10-K filed with the Securities and Exchange Commission. Accounting methods historically employed require certain estimates as of interim dates. The information furnished in the accompanying financial statements reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the March 31,June 30, 1994, December 31, 1993, and March 31,June 30, 1993, financial information and are of a normal recurring nature. The results of operations for the three and six months ended March 31,June 30, 1994, are not necessarily indicative of the results to be expected for the full year. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity, Capital Resources, and Commitments In the past the Company has depended upon internally generated funds, issuance of short and long-term debt, and sales of preferred and common stock to finance its activities. It is expected future activities will also be financed by the most appropriate mix of these various sources of funds. The Company currently has bank lines of credit totaling $40,000,000$65,000,000 which provides for interim borrowings and the opportunity for timing of permanent financing. At March 31,June 30, 1994, the Company had borrowings of $21,600,000$33,050,000 outstanding under these lines of credit. There are no compensating balance requirements associated with these lines of credit. The Company pays a 0.125% facility fee on $50,000,000 of the existing lines. Additional long-term financing will be needed in 1994 and 1995 to finance Neil Simpson Unit #2, an 80 MW coal-fired generating plant, located adjacent to Wyodak Resources Development Corp.'s coal mine. The Company estimates that approximately $87,000,000 of debt and $3,500,000 of additional equity will need to be issued.issued for the new plant. The Company filed a Form S-3, shelf registration for $100,000,000 first mortgage bonds, with the Securities and Exchange Commission on June 28, 1994. The registration statement became effective on July 13, 1994. The Company has not issued any bonds from this filing as of the date of this report, however they intend to in 1994 and 1995. The bonds will be used to finance Neil Simpson Unit #2 and to possibly refund some existing bonds. The Company also issued $3,000,000, City of Gillette, Campbell County, Wyoming, Environmental Improvement Revenue Bonds on June 15, 1994. The proceeds from the issue are currently held in a project fund to be disbursed to the Company periodically to reimburse expenditures on certain facilities under construction on Neil Simpson Unit #2. The bonds carry a variable rate of interest which is currently set weekly. The Company plans to raise the additional equity through the Company's Employee Stock Purchase Plan and Dividend Reinvestment Plan. These additional financings are expected to increase the debt component of the Company's capital structure from 33 percent at March 31,June 30, 1994, to approximately 45 percent to 48 percent by 1996. Total construction costs of the plant are estimated at $124,889,000. The Company has incurred approximately $19,000,000$33,300,000 of costs related to the plant and such costs are reflected in the Company's Balance Sheet at March 31,June 30, 1994. The plant will be fueled by coal from the Wyodak mine, air cooled, and is expected to meet all Clean Air Act requirements. Construction commenced at the plant site in August 1993 and is scheduled to be completed by the end of 1995. Results of Operations Black Hills Corporation is an energy services company consisting of three principal businesses: electric, coal mining, and oil and gas production. Consolidated income was $5,800,000$4,383,000 for the three months ended, $10,181,000 for the six months ended, and $22,642,000$22,449,000 for the twelve months ended March 31,June 30, 1994, a decrease of $303,000$192,000, $497,000, and $1,511,000$697,000 for the three, six, and twelve month periods, respectively. The decrease in earnings for the firstsecond quarter was primarily due to a $439,000$671,000 decrease in earnings from the oil and gascoal mining operations. The decreaseWyodak Plant was out of service for 35 days for maintenance during the second quarter thereby reducing the tons of coal sold by approximately 200,000 tons. Earnings from the electric operations increased $474,000 due to an increase in firm kilowatthour sales and allowance for funds used during construction. The earnings from the oil and gas operations was caused by increased depletion expense resulting from an increase in production and lower oil prices.were relatively flat for the quarter. The decrease in earnings for the six and twelve months ended March 31,June 30, 1994, was due to the Wyodak Plant maintenance overhaul and an increase in depreciation, depletion, and interest expense resulting from an increase in capital expenditures and low oil prices. Interest income decreased due to a decrease in the amount of cash available for investments and lower interest rates. The coal mining operations earnings included a $1,400,000 pre-tax benefit recognized on the PacifiCorp Coal Settlement in the second quarter of 1992.investments. Consolidated revenue and income from continuing operations provided by the three businesses as a percentage of the total were as follows:
Three Months Ended Six Months Ended Twelve Months Ended March 31 March 31June 30 June 30 June 30 1994 1993 1994 1993 1994 1993 Revenue Electric 73%75% 69% 74% 71% 72% 71% 72% Coal mining 2016 22 18 21 2120 21 Oil and gas 7 79 9 8 8 8 7 100% 100% 100% 100% 100% 100% Net Income Electric 59%49% 37% 55% 46% 53% 50% 49% Coal mining 43 42 47 4755 43 48 44 46 Oil and gas (2) 58 8 2 6 3 4 100% 100% 100% 100% 100% 100%
Capital expenditures and depreciation, depletion, and amortization by industry segment were as follows:
Three Months Ended Six Months Ended Twelve Months Ended March 31 March 31June 30 June 30 June 30 1994 1993 1994 1993 1994 1993 (in thousands) Capital Expenditures (includes AFDC) Neil Simpson Unit #2 $4,454$14,434 $ 638 $16,608769 $18,549 $ 1,9021,407 $29,935 $ 2,587 Other electric 1,859 1,958 13,040 16,1213,654 4,792 5,491 6,750 11,881 17,639 Coal mining 687 355 7,758 5,342(201) 760 487 1,115 6,797 4,893 Oil and gas 901 1,428 6,406 4,818 $7,901 $4,379 $43,812 $28,1832,711 1,398 3,612 2,826 7,718 4,118 $20,598 $7,719 $28,139 $12,098 $56,331 $29,237 Depreciation, Depletion, and Amortization Electric $2,588 $2,438 $10,103$2,557 $2,493 $5,146 $4,930 $10,167 $ 9,6449,756 Coal mining 573 460 2,065 1,575560 457 1,133 918 2,168 1,615 Oil and gas 1,332 507 4,971 2,665 $4,493 $3,405 $17,139 $13,8841,275 1,032 2,607 1,538 5,215 3,122 $4,392 $3,982 $8,886 $7,386 $17,550 $14,493
The Wyodak Plant will be out of service for maintenance four to six weeks in the second quarter of 1994. The Company estimates this will decrease 1994 coal sales by approximately 250,000 tons as compared to the prior year. The Wyodak Plant was last out of service for maintenance in the fall of 1991. Electric Operations Electric revenue increased 514 percent, 9 percent, and 0.64 percent for the three, six, and twelve months ended March 31,June 30, 1994, respectively, due to an increase in purchased power costs flowed through to the electric customers offset by a decreaseand an increase in firm kilowatthour sales. Firm kilowatthour sales decreased oneincreased two percent in the firstsecond quarter and were relatively flatone percent for the six and twelve month period. The decrease in firm kilowatthour sales in the first quarter was primarily related to milder winter weather. Degree days, a measure of weather trends, were 4 percent below normal for the first quarter of 1994 compared to 8 percent above normal for the first quarter of 1993.periods. Purchased power expense was abnormally low in 1993 due to a refund received on the Colstrip purchased power contract which was flowed back to customers in 1993. Electric expenses increased 6.914 percent, 10 percent, and 1.45 percent for the three, six, and twelve months ended March 31,June 30, 1994, compared to the same periods last year. The increase in expenses was primarily due to the increase in purchased power costs, depreciation, and property taxes.taxes offset by a decrease in operations, maintenance, and administrative and general expenses. Non-operating income increased for the three, six, and twelve months ended June 30, 1994, primarily due to the allowance for funds used during construction recorded on the Neil Simpson Unit #2 construction project. Mining Operations Mining revenue decreased 224 percent, 13 percent, and 4 percent for the three, monthssix, and twelve month periods ended March 31, 1994, and increased 3 percent for the twelve months ended March 31,June 30, 1994, compared to the same periods last year. Tons of coal sold decreased 728 percent, 17 percent, and 29 percent for the three, six, and twelve month periods, compared torespectively. The Wyodak Plant was out of service for 35 days for maintenance during the corresponding periods last year.second quarter thereby reducing the tons of coal sold significantly. Mining operating expenses decreased 421 percent, 13 percent, and 6 percent for the three, six, and twelve month period and increased 1 percent for the twelve monthsperiods ended March 31, 1994. The decrease in mining expenses in the first quarter wasJune 30, 1994, primarily due to the decrease in tons of coal sold offset by an increase in depreciation expense.sold. Non-operating income decreased $336,000$38,000, $339,000, and $1,869,000$817,000 for the three, six, and twelve months ended March 31, 1994. The Company recognized a $1,400,000 non- cash pre-tax gain during the second quarter of 1992 related to the assumption by PacifiCorp of certain liabilities relating to the existing coal handling facilities. Non-operating income also decreasedJune 30, 1994, primarily due to a decrease in interest income attributable to lower interest rates. Oil and Gas Production Operations Oil and gas production revenue which represents less than 10 percent of consolidated revenue increased 85 percent, 6 percent, and 2015 percent for the three, six, and twelve months ended March 31,June 30, 1994, directly related to an increase in equivalent barrels of oil sold as a result of the Company's 1993 and 1994 drilling program offset by lower oil prices. Equivalent barrels of oil sold increased 6029 percent, 38 percent, and 54 percent for the three, six, and twelve month periods. A decrease in the price of oil offset the impact of increased production. Operating expenses increased approximately 277 percent, 16 percent, and 22 percent for the three, six, and twelve months ended March 31,June 30, 1994, primarily due to an increase in depletion expense resulting from the increase in production and lower oil prices. BLACK HILLS CORPORATION Part II - Other Information Item 1. Legal Proceedings There are no legal proceedings to be reported on for the quarter ended June 30, 1994. Item 4. Submission of Matters to a Vote of Security-Holders This item was reported on Form 8-K filed June 7, 1994. Item 5. Other Information The registrant had the City of Gillette, Wyoming, issue $3,000,000 of environmental improvement revenue bonds dated as of June 15, 1994. Pursuant to the terms of a Loan Agreement, dated June 1, 1994, the Registrant is obligated to make payments at such times and in such amounts as shall be required to pay the principal of, premium, if any, and interest on the bonds. The proceeds of the issue are deposited in a project fund to be disbursed to the Registrant periodically to reimburse it for the cost to finance certain facilities under construction on Neil Simpson Unit #2, an 80 MW coal fired power plant, currently under construction near Gillette in Campbell County, Wyoming. The total proceeds of $3,000,000 were in the project fund on June 30, 1994. The Registrant also filed a Form S-3, shelf registration for $100,000,000 first mortgage bonds, with the Securities and Exchange Commission on June 28, 1994. The registration statement became effective on July 13, 1994. The Company has not issued any bonds from this filing as of the date of this report. report, however they intend to in 1994 and 1995. The bonds will be used to finance Neil Simpson Unit #2 and to possibly refund some existing bonds. Item 6. Exhibits and Reports on Form 8-K a. Exhibits None b. Reports on Form 8-K The Registrant filed a Form 8-K on June 7, 1994, reporting the items voted on at the Annual Meeting of Shareholders. BLACK HILLS CORPORATION Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BLACK HILLS CORPORATION /s/ Dale E. Clement Dale E. Clement, Senior Vice President-Finance (Principal Financial Officer) /s/ Gary R. Fish Gary R. Fish, Controller (Principal Accounting Officer) Dated: May 13,August 12, 1994