FINANCIAL DIRECTORY


Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations . . . . . . . . . . . . . . . .12

Report of Management . . . . . . . . . . . .19

Report of Independent Public Accountants . .19

Consolidated Statements of Income  . . . . .20

Consolidated Statements of Retained
  Earnings . . . . . . . . . . . . . . . . .20

Consolidated Statements of Cash Flows. . . .21

Consolidated Balance Sheets  . . . . . . . .22

Consolidated Statements of Capitalization  .23

Notes to Consolidated Financial Statements .24

Financial Statistics . . . . . . . . . . . .30

Electric Operation Statistics  . . . . . . .31

Investor Information . . . . . . . . . . . .32



MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS       

     Black Hills Corporation (the Company) is an energy services company
consisting of three principal businesses:  electric, coal mining, and oil
and gas production.  Under the assumed name of Black Hills Power and Light
Company, the Company provides electric service to customers in the states
of South Dakota, Wyoming, and Montana; Wyodak Resources Development Corp.
(WRDC) mines and sells coal via long-term contracts; and Western Production
Company (WPC) explores and produces oil and gas.

FINANCIAL CONDITION

     An important analysis of the Company's financial condition is its
overall ability to generate cash to fund its operations and to pay
dividends.  Of particular importance in the management of liquidity are:
funds generated by operations, changes in working capital, fixed asset
additions, and the financial flexibility to attract short and long-term
financing on competitive terms.

     Net cash provided from operating and investing activities for the
years ended December 31, 1993, 1992, and 1991, was $6,496,000, $15,359,000,
and $(4,666,000), respectively.

     Except for the Company's current construction of Neil Simpson Unit #2
(NSS #2), a new power plant, and acquisition of a 20% interest in the
Wyodak Plant in 1991, property additions from 1991 through 1993 were
primarily for replacement of equipment and modernization of facilities. 
Cash used for property additions in 1993 totaled $39,957,000 compared to
$27,821,000 in 1992 and $25,587,000 in 1991.  Major property additions in
1993 included $12,675,000 for NSS #2 (see Construction of Neil Simpson Unit
#2), $6,000,000 for distribution projects, $2,000,000 for transmission
projects, $2,000,000 for a computer conversion, $4,800,000 for a new coal
conveying system, $2,200,000 for coal mining equipment, and $6,933,000 for
oil and gas investments.   Property additions in 1992 included $2,227,000
for NSS #2, $1,300,000 for the dual fuel conversion of two combustion
turbines, $6,700,000 for distribution projects, $2,600,000 for coal
haulers, $2,000,000 for an electric shovel, and $5,000,000 for oil and gas
investments.  Property additions in 1991 included $1,300,000 for remodeling
the General Office, $1,500,000 for transmission lines, $2,500,000 for a
230/69 KV substation, $6,700,000 for distribution projects, $1,500,000 for
new information services technology, $1,000,000 for the purchase of surface
rights over the Fortin Draw Tract coal lease, and $6,000,000 for oil and
gas investments.

     On April 8, 1991, the Company purchased a 20% interest and PacifiCorp
an 80% interest in the Wyodak Plant, a 330 MW coal-fired electric
generating station located in Campbell County, Wyoming.  PacifiCorp is the
operator of the Wyodak Plant.  The total acquisition cost of the Company's
20% interest was approximately $42,022,000.  The Company financed its 20%
interest with the issuance of first mortgage bonds, therefore, the
acquisition is not included above in the amount of cash used for property
additions.

     In 1990 the Company received a rate order from the South Dakota Public
Utilities Commission that allows the capitalization of the full cost of the
Wyodak Plant for rate making purposes in South Dakota.  Electric sales to
South Dakota customers represent approximately 82% of total electric sales.

     The Company and PacifiCorp had leased the Wyodak Plant since 1978
under a leveraged lease agreement. The capital asset and associated debt
were previously amortized over the original term of the lease.  The net
effect of terminating the lease and purchasing the Wyodak Plant was
approximately an $11,300,000 increase in debt.

     The Company purchased the 20% interest in the Wyodak Plant in order to
provide its customers a reasonable cost of power from the plant after the
term of the original lease.  The purchase of the Wyodak Plant also gives
the Company more control over the use of common facilities in the operation
of any new plants which may be constructed at the site.

     Other financial requirements during the period included dividends of
$17,720,000, $16,977,000, and $16,045,000 and retirement of long-term debt
totaling $4,166,000, $3,725,000, and $1,921,000 for the years 1993, 1992,
and 1991, respectively.

     Capital requirements for projected construction, capital improvements,
and oil and gas production are estimated to be as follows:  


                             1994       1995       1996
                                  (in thousands)
                                        
     NSS #2                $65,113    $45,035    $     -

     Other electric         14,470      9,793     18,605

     Coal mining             2,129        853      2,042

     Oil and gas
      production             5,000      6,000      6,000

                           $86,712    $61,681    $26,647


     Major capital expenditures forecasted for the electric operations in
the 1994-1996 time frame include approximately $110,148,000 for additional
capacity (See Construction of Neil Simpson Unit #2).  The coal mining
operations forecasted expenditures include the replacement of mining
equipment.  Forecasted expenditures for the oil and gas operations include
an active development and exploratory drilling program and acquisition of
existing producing properties.

     Long-term debt and sinking fund requirements are as follows:






                             1994       1995       1996
                                  (in thousands)
                                         
     Electric               $2,028     $2,136     $2,255

     Coal mining             1,514          8          -

                            $3,542     $2,144     $2,255 



     Under its mining permit, WRDC is required to reclaim all land where it
has mined coal reserves.  The cost of reclaiming the land is accrued as the
coal is mined.  While the reclamation process takes place on a continual
basis, much of the reclamation occurs over an extended period after the
area is mined.  Approximately $650,000 is charged to operations as
reclamation expense annually.  As of December 31, 1993, accrued reclamation
costs were $7,290,000.

     The Company's capitalization for the three years ended December 31 was
as follows:




                     1993           1992          1991
                                         
Long-term debt        34%            37%           40%

Common equity         66             63            60

                     100%           100%          100% 


     The Company sold 525,000 shares of Common Stock, $1 par value, at a
price of $25-3/8 per share in 1993 through a public stock offering. 
Proceeds from the sale were used to finance NSS #2.  Net proceeds from the
sale were approximately $12,700,000.

     During 1993 the Company also revised its Dividend Reinvestment and
Stock Purchase Plan, under which shareholders may purchase additional
shares of Common Stock through dividend reinvestment or optional cash
payments at 100% of the recent average market price.  The Company has the
option of issuing new shares or purchasing the shares on the open market. 
Proceeds from the sale of new shares will be used to finance capital
expenditures.

     The Company issued $12,300,000 Pollution Control Revenue Refunding
Bonds in 1992 to redeem $12,300,000 Pollution Control and Industrial
Revenue Bonds which were collateralized as first mortgage bonds.  The
refunding bonds have no sinking fund requirements and are longer term than
the redeemed bonds maturing in 2010, thereby preserving the lower tax
exempt interest rate for a longer period of time.  The redeemed bonds had
sinking fund provisions which were to begin in 1993 and would have retired
the principal in approximately equal amounts until their final due date in
2007.  The refunding bonds are not secured under the Company's Indenture of
Mortgage, therefore this refunding transaction increased the Company's
ability to issue first mortgage bonds.

     During 1992, the Company also entered into a refunding agreement to
refund the existing August 1, 1984, $12,200,000, 10.5% Pollution Control
Revenue Bonds in July 1994 with 7.5% Pollution Control Revenue Bonds.  The
refunding agreement obligates the Company to call and satisfy in full the
existing bonds as of August 1, 1994, including a redemption premium of
2% or $240,000 on the existing bonds.  Because of the forward nature of
this transaction it will not be reflected in the Company's financial
statements until 1994.

______________________________________________________________________ 
(TABLE IN ANNUAL REPORT)
COMMON STOCK DATA

                                1993          1992          1991

Net Income                  $22,946,000   $23,638,000   $22,681,000
Earnings Per Average Share     $1.66         $1.73         $1.66
Weighted Average Shares
 Outstanding                 13,810,912    13,689,105    13,674,983
Dividends Paid Per Share       $1.28         $1.24         $1.17
Five Year Dividend Growth
 Rage                           6.6%          8.4%          9.1%
Payout Ratio                   77.1%         71.7%         70.7%
Book Value                    $11.78        $10.89        $10.38
Year-end Stock Price         $22-3/4       $27-1/2       $27-1/2
Dividend Yield on Market
 Value                          5.6%          4.5%          4.3%
Price Earning Ratio              14            16            17
Return on Common Equity
 at Year-End                   13.7%         15.8%         16.0%

 _____________________________________________________________________

     During 1991, the Company issued $48,806,000 of first mortgage bonds. 
The bonds were issued in two series, $35,000,000 at 9.35% due 2021 and
$13,806,000 at 9.00% due 2003.  The funds were primarily used for the
purchase of the Company's 20% interest in the Wyodak Plant.

     At December 31, 1993, the Company had $40,000,000 of unsecured short-
term lines of credit which provides for interim borrowings and the
opportunity for timing of permanent financing, with borrowings outstanding
of $11,700,000.  Average borrowings during 1993, 1992, and 1991 were
$11,059,000, $5,616,000, and $4,552,000, respectively. The average interest
rate on these borrowings was 5.2%, 6.0%, and 8.3% in 1993, 1992, and 1991,
respectively.  The Company anticipates that the average borrowings in 1994
and 1995 will increase significantly directly related to the financing of
the construction of NSS #2.  There are no compensating balance requirements
associated with these lines of credit.  The Company pays a 0.125% facility
fee on $10,000,000 of the existing lines.
______________________________________________________________________
(CHART IN ANNUAL REPORT)
CONSOLIDATED DEBT RATIOS (in percent)

          1993          33.7
          1992          37.3
          1991          39.6
          1990          36.9
          1989          38.3
______________________________________________________________________

     Credit ratings for the Company's First Mortgage Bonds remained at an
A1 level at Moody's Investors Service, Inc., a 5 (High Single A) at Duff &
Phelps, Inc., and at an A+ level with a negative outlook at Standard &
Poor's Corporation in 1993.  These ratings reflect the opinion of the
respective agencies as to the credit quality of the Company's bonds. 
Standard & Poor's stated that the negative outlook was issued reflecting a
burdensome future construction program which will pressure financials and
will require supportive rate treatment to maintain current credit
worthiness.

     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.  Additional long-term financing will be
necessary in the 1994-1995 time period to finance NSS #2 (See Construction
of Neil Simpson Unit #2).

CONSTRUCTION OF NEIL SIMPSON UNIT #2

     Construction of NSS #2, an 80 MW coal fired generating plant located
adjacent to WRDC's coal mine, commenced in August 1993.  The plant
construction is scheduled to be completed by the end of 1995.  Purchased
power will be utilized by the Company in the interim to meet load growth
not satisfied by existing resources.  The construction costs of the plant
are estimated at $124,889,000 which will increase net utility plant by
approximately 58%.  As of December 31, 1993, the Company has incurred
approximately $15,000,000 of costs related to the plant.  NSS #2 will be
air cooled, and will meet all Clean Air Act requirements.  NSS #2 will be
fueled by coal from WRDC's mine and will increase the amount of tons sold
annually by approximately 10%.  The coal pricing methodology will continue
to restrict WRDC's earnings on all coal sales to the Company to a return on
its investment base and to further reduce the price for coal to be used in
any of the Company's power plants during a period of time that under
prudent dispatch that power plant would not have been operated if it were
not for the discounted price of coal.  

     Additional long-term financing will be needed in the 1994-1995 time
period to finance NSS #2.  The Company estimates that approximately
$87,000,000 of debt and $4,000,000 of additional equity will need to be
issued.  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 34% at December 31, 1993 to
approximately 45% to 48% by 1996.

     The Company has guaranteed to the South Dakota Public Utilities
Commission (SDPUC) and the Wyoming Public Service Commission that the
Company will never include in rate base for the determination of electric
rates those costs of NSS #2 which exceed $124,889,000 including allowance
for funds used during construction.  Due to the guarantee, the Company
would likely be forced to write off against earnings any construction costs
of NSS #2 in excess of the guaranteed costs except to the extent that those
costs could be recovered through performance guarantees and damage
provisions in the contracts with the vendors and contractors.  The Company
estimates that over 85% of the completion costs of the project has been
contracted.  The $124,889,000 estimated cost of the plant currently
includes a $4,800,000 unallocated contingency.

     During 1993, the Company withdrew its application to the SDPUC for a
rate stability plan that had requested rate increases to be phased in
during construction of NSS #2.  The Company reassessed the probable rate
impact of NSS #2 and determined that a phased-in plan would not be
necessary.  The Company estimates that due to lower capital costs, coal
cost concessions, and cost containment, an overall rate increase of
approximately 10% in 1996, along with adjustments during construction as a
result of the purchased power and automatic fuel adjustment tariff, should
be sufficient to incorporate NSS #2 into the Company's electrical rates.

ROSEBUD QUALIFYING FACILITY CHALLENGE DISMISSED

     In May 1993, the SDPUC issued an order denying a request by Rosebud
Enterprises, Inc. (Rosebud) that the SDPUC determine the Company's resource
needs, the avoided costs of the needed resource, and to force the Company
to purchase power from Rosebud.  Rosebud had proposed to sell the Company
power generated from a waste fuel facility that would be qualified under
the Public Utility Regulatory Policies Act.  The SDPUC further denied
Rosebud's request to issue an order finding that the Company may be
imprudent to proceed with construction of NSS #2.  The SDPUC did find that
the Company had in good faith planned and permitted NSS #2 in order to
fulfill the Company's duty to serve its customers.  The SDPUC's bench
ruling stated that in order to be able to defer or cancel the construction
of new generation, a utility must obtain a sufficient commitment from a
qualifying facility ahead of the lead time for the construction of its own
new capacity.  By its late qualifying facility proposal to the Company and
its failure to move its project forward, Rosebud had not enabled the
Company to avoid NSS #2. The SDPUC further ruled that the risk of building
NSS #2 was on the Company, and the Commission would not rule on the
prudency and need for the plant until the Company applied for a rate
increase that included NSS #2 in rate base.







______________________________________________________________________
(CHART IN ANNUAL REPORT)
FIRM ELECTRIC SALES (Millions of KWH)

          1993          1,594
          1992          1,540
          1991          1,532
          1990          1,479
          1989          1,433
______________________________________________________________________

RESULTS OF OPERATIONS:

CONSOLIDATED RESULTS

     Consolidated net income for 1993 was $22,946,000 compared to
$23,638,000 in 1992 and $22,681,000 in 1991 or $1.66, $1.73, and $1.66 per
average common share, respectively.  This equates to a 13.7% return on
year-end common equity in 1993, 15.8% in 1992, and 16.0% in 1991.  The
Company recognized a non-recurring $940,000 after-tax non-cash gain in 1992
related to the PacifiCorp Settlement (see PacifiCorp Settlement) which was
equivalent to $0.07 per share.  Without this gain, earnings per share would
have been flat for the three year period with 1% more average common shares
outstanding in 1993.

     Consolidated revenue and income provided by the three businesses as a
percentage of the total were as follows:



Revenue

                       1993        1992        1991
                                      
  Electric              71%         72%         73% 

  Coal mining           21          21          20 

  Oil and gas
   production            8           7           7 

                       100%        100%        100%  
                                        
Net Income

  Electric              49%         47%          54%

  Coal mining           46          49           42

  Oil and gas
   production            5           4            4

                       100%        100%         100% 


     Dividends paid on Common Stock totaled $1.28 per share in 1993.  This
reflected increases approved by the Board of Directors from $1.24 per share
in 1992 and $1.17 per share in 1991.  Dividends have increased at a 5.5%
average annual compound growth rate over the last three years.  All
dividends were paid out of current earnings.

     In January 1994 the Board of Directors increased the quarterly
dividend 3.1% to 33 cents per share.  If this dividend is maintained during
1994, the increase is equivalent to an annual increase of 4 cents per
share.  In January 1992 the Board of Directors declared a three-for-two
common stock split in the form of a 50% stock dividend, payable March 2,
1992.   All per share information included herein gives retroactive effect
for the stock split for all periods presented.

WYODAK PLANT MAINTENANCE SCHEDULE

     The Wyodak Plant was out of operation for six weeks in 1991 for
scheduled maintenance and is scheduled for maintenance again in the spring
of 1994.  Fiscal 1992 and 1993 represent whole years of operations from the
Wyodak Plant. 

     When the Wyodak Plant is out of service, replacement power is provided
from purchased power and increased generation from the Company's other
generating plants.  Additional purchased power costs are recovered by the
utility through the fuel adjustment clauses.  The loss of coal sales to the
Wyodak Plant is partially mitigated through greater coal sales to the
Company's other generating plants and reduced operating costs. 

PACIFICORP SETTLEMENT

     In 1987 WRDC and the Company entered into settlement agreements with
PacifiCorp canceling PacifiCorp's obligation to purchase coal commencing in
1990 for a second plant scheduled to be constructed adjacent to the Wyodak
Plant but which had been canceled, and settling a dispute over the quantity
of coal PacifiCorp was required to purchase to operate the Wyodak Plant. 
These settlements resulted in an increase in the Company's net income in
1993, 1992, and 1991 of approximately $1,500,000, $2,800,000, and
$2,600,000 or $0.11, $0.20, and $0.19 per share of common stock,
respectively.  The settlements provided for, among other things, payments
to WRDC of $2,000,000 each on January 2, 1988 through 1991 for an option to
purchase 50,000,000 tons of coal if PacifiCorp should construct a second
Wyodak power plant and require PacifiCorp to pay up to $15,000,000, such
amount to be adjusted for inflation and deflation, for the cost of new coal
handling facilities.  Construction of the coal handling facilities occurred
in 1992 and 1993.  As a result of a definitive agreement entered into with
PacifiCorp in 1992 regarding the construction of these facilities, the
Company recognized a nonrecurring $940,000 after-tax non-cash gain in 1992. 
The gain was due to the assumption by PacifiCorp of certain liabilities
related to the existing coal handling facilities that were replaced by the
construction of the new facilities.  Other benefits from the PacifiCorp
Settlement will continue to have a positive effect on earnings for the life
of the agreements.  The exact amount of earnings each year will depend
largely upon the continued successful operation of the Wyodak Plant.


______________________________________________________________________
(CHART IN ANNUAL REPORT)
TONS OF COAL SOLD (thousands of tons)

          1993          3,027
          1992          2,958
          1991          2,742
          1990          2,908
          1989          2,349
______________________________________________________________________



Electric Operations

                               1993      1992     1991
                                    (in thousands)
                                        
Revenue                      $98,155   $97,448   $98,158

Operating expenses            74,173    74,056    73,522

Operating income             $23,982   $23,392   $24,636   

Net income                   $11,171   $11,041   $12,156  


     Electric revenue increased 0.7% in 1993 compared to a 0.7% decrease in
1992 and a 6.4% increase in 1991.  Firm kilowatthour sales increased 3.5%
in 1993 compared to a 0.5% increase in 1992 and a 3.6% increase in 1991 and
have averaged an annual 2.5% growth rate over the last three years. 
Homestake Mining Company, the Company's largest customer, reduced its
energy usage by 22,000 megawatt hours in 1993 by concentrating on more
efficient production areas in a depressed gold market.  Sales growth in
1992 was reduced by mild weather conditions.

     The revenue increase in 1993 from additional electric sales was offset
by a decrease in the fuel and purchased power adjustment passed on to
electric customers.  The decrease in purchased power was due to a
$2,000,000 refund received from PacifiCorp on the 40-year power purchase
agreement.

     Revenue decreased in 1992 due to a decrease in the fuel and purchased
power adjustment passed on to electric customers.  This decrease was a
result of a $600,000 increase in the refund accrued for the limitation on
the return allowed on WRDC coal sales to the Company's power plants and a
$600,000 decrease in fuel and purchased power expense.  Purchased power
decreased in 1992 compared to 1991 due to a full year of operations at the
Wyodak Plant.

     In South Dakota, the Company may not include in rates any cost of coal
which allows WRDC to earn a return on equity on sales of coal to the
Company's utility operations in excess of a percentage equal to the rate on
long-term "A" rated utility bonds plus 400 basis points (4%).  The
investment base on which the return is calculated includes all of WRDC's
investment base except for investments in subsidiary companies and other
non-mining interests.  The maximum return on equity to be applied in 1994
for the 1993 adjustment will be approximately 11.6%. The returns applied in
1992 and 1991 were 12.7% and 13.4%, respectively.  The Company has recorded
an accrual for the 1994 refund for sales in 1993 of approximately
$1,060,000.  The 1993 and 1992 refunds were approximately $1,538,000 and
$940,000, respectively.  Tons of WRDC's coal sold to Black Hills represent
approximately 35% of its total coal sales.  The refund increased in 1994
and 1993 compared to 1992 primarily due to the decrease in long-term "A"
rated utility bond interest rates.  The decrease in the allowed return in
1993 was offset by an increase in WRDC's investment base primarily due to
its investment in an electric shovel and new coal conveying facilities.  

     Revenue per kilowatt sold was 6.0 cents in 1993 down from 6.2 cents in
1992 and 6.1 cents in 1991.  The number of customers in the service area
increased to 53,330 in 1993 from 52,535 in 1992 and 51,775 in 1991.

     Operating expenses were relatively flat in 1993 compared to 1992 as a
result of the $2,000,000 purchased power refund.  Operating expenses
increased 0.7% in 1992, and decreased slightly in 1991.  The decrease in
1991 reflects the effect of buying out the Wyodak Plant Lease and a
decrease in administrative and general expenses and property taxes.  The
Wyodak Plant Lease payment was recorded as an operating expense in the
past.  Since the purchase of the Plant in April 1991, the cost of ownership
is now reflected in depreciation and interest expense.

     The Company went through a corporate reorganization during the first
quarter of 1991 resulting in a $600,000 reduction in administrative and
general expenses.  Eleven existing positions and several vacant positions
were eliminated.  

     During 1991 the South Dakota Department of Revenue instituted the unit
valuation method in determining property values for those entities whose
property is centrally assessed for tax purposes resulting in a decrease in
property taxes of approximately $1,050,000 from 1990 levels.  Property
taxes increased $540,000 in 1993 and $600,000 in 1992 as a result of
increased valuations.



COAL MINING OPERATIONS

                            1993      1992      1991
                                 (in thousands)
                                     
Revenue                   $29,822   $28,296   $26,138 

Operating expenses         17,462    16,724    16,667 

Operating income          $12,360   $11,572   $ 9,471  

Net income                $10,648   $11,695   $ 9,623   


     Revenue increased 5.4% in 1993 and 8.3% in 1992 due to a 2.3% and 7.9%
increase, respectively in tons of coal sold.  The increase in tons of coal
sold reflects two whole years of operations at the Wyodak Plant.  Operating
expense increased 4.4% in 1993 reflecting an increase in depreciation
expense as a result of an increase in capital investments and higher taxes
associated with increased revenues.  Operating expenses remained relatively
flat in 1992 caused by a decrease in administrative and general expenses
offset by an increase in coal production.  Operating income increased 6.8%
in 1993 and 22.2% in 1992 reflecting the increase in coal revenue.

______________________________________________________________________
(CHART IN ANNUAL REPORT)
EQUIVALENT BARRELS OF OIL SOLD (thousands of barrels)

          1993          465
          1992          315
          1991          262
          1990          205
          1989          207
______________________________________________________________________

     Revenue decreased 1.5% in 1991 due to a 5.7% decrease in tons of coal
sold offset by a 4.5% increase in the average price per ton sold.  The
decrease in tons of coal sold was primarily due to the Wyodak Plant's
scheduled six week maintenance period during the year.  The increase in the
average price was due to increases in the government indices used in the
coal contract price calculations and 1990 coal audit adjustments. 
Operating expenses decreased 4.1% in 1991 due to the decrease in coal
production and a decrease in ad valorem taxes and administrative expenses. 
Administrative expenses decreased due to the corporate reorganization that
occurred during the year.  Operating income increased 3.4% primarily due to
the decrease in administrative expenses.

     Non-operating income was $2,226,000 in 1993 compared to $3,894,000 in
1992 and $3,677,000 in 1991.  Non-operating income includes the PacifiCorp
Settlement, a coal contract settlement from Grand Island, Nebraska, and
interest income from investments.  Non-operating income decreased in 1993
due to a decrease in interest income attributable to lower interest rates
and a non-recurring $940,000 after-tax non-cash gain recognized in 1992
related to the PacifiCorp Settlement.

     In late 1987 WRDC agreed to the termination of a long-term coal supply
agreement with the City of Grand Island, Nebraska.  Grand Island was
granted a 14 year option to purchase coal and in return WRDC receives
payments of approximately $155,000 each year.  WRDC has reserved sufficient
coal in the eventuality the City of Grand Island exercises its option.











Oil and Gas Production

                       1993          1992         1991
                                (in thousands)
                                        
Revenue              $11,396        $9,599       $9,077

Operating expenses     9,952         8,214        7,717 

Operating income     $ 1,444        $1,385       $1,360   

Net income           $ 1,127        $  902       $  902  



     The oil and gas operations have not been a significant percent of the
Company's total operations.  Net income and assets related to oil and gas
operations have been 7% or less of the Company's consolidated amounts over
the last three years.

     Revenue, primarily comprised of oil and gas sales, is supplemented by
field services in the Finn-Shurley oil field in eastern Wyoming. 
Equivalent barrels of oil sold increased approximately 48% to 465,000
barrels in 1993 from 315,000 barrels in 1992 and 262,000 barrels in 1991. 
The average sales price of oil per barrel was $16.69 in 1993 compared to
$19.10 in 1992 and $20.03 in 1991.  WPC's operating expenses increased 21%
in 1993 compared to 6.4% in 1992 and 9.6% in 1991.  Operating expenses
increased primarily due to increased depletion expense as a result of
increased oil and gas production and lower oil prices.  WPC recognized
$3,725,000, $2,291,000, and $1,350,000 of depletion expense in 1993, 1992,
and 1991, respectively.

     Low commodity prices reduce the value of the Company's oil and gas
assets and will cause the Company to increase its depletion expense. 
Management estimates that oil prices must average $14 to $15 per barrel for
its oil and gas operations to remain profitable.

     WPC's proved reserves, and the revenues generated from production,
will decline as production occurs, except to the extent WPC conducts
successful exploration and development activities or acquires additional
proved reserves.  WPC has been in an active exploration and development
drilling program during 1991, 1992, and 1993.  Much of WPC's production
growth in 1993 was the result of its horizontal drilling program in the
Austin Chalk formation in Texas.  WPC intends to increase its net proved
reserves by selectively increasing its oil and gas exploration and
development activities and by acquiring additional interests in the Finn-
Shurley oil field and Rocky Mountain region primarily with the use of
internally generated funds.

       WPC's reserves are based on reports prepared by Ralph E. Davis
Associates, Inc. in 1993 and 1992 and Huddleston & Co., Inc. in 1991, 
independent engineering companies, selected by the Company.  Reserves were
determined using constant product prices at the end of the respective
years.  Estimates of economically recoverable reserves and future net
revenues are based on a number of variables which may differ from actual
results.  WPC's unaudited reserves, principally proved developed and
undeveloped properties, were estimated to be 1.1, 2.2, and 2.5 million
barrels of oil and 2.8, 3.2, and 4.8 billion cubic feet of natural gas as
of December 31, 1993, 1992, and 1991, respectively.  The decrease in the
reserves was caused by price decreases, production increases, and
engineering revisions.  WPC has interests in 386 oil and gas properties in
seven states.  WPC operates a total of 347 wells in Wyoming, Colorado, and
South Dakota.  WPC's non-operated properties are located in Wyoming,
Colorado, North Dakota, Montana, Kansas, and Texas.

EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

     On January 1, 1993, the Company adopted Statement of Financial 
Accounting Standards No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions.  This new standard requires that the expected
cost of these benefits must be accrued for during the years employees
render service.  The Company prospectively adopted the new standard
effective January 1, 1993, and is amortizing the discounted present value
of the accumulated postretirement benefit obligation of $2,996,000 to
expense over a 20 year period.  The net periodic postretirement cost
charged to expense in 1993 was $527,000 (pre-tax).  For measurement
purposes, an 11.5% annual rate of increase in healthcare benefits was
assumed for 1994; the rate was assumed to decrease gradually to 6% in 2005
and remain at that level thereafter.  The healthcare cost trend rate
assumption has a significant effect on the amount reported.  A 1% increase
in the health care cost trend assumption would increase the net periodic 
postretirement benefit cost by approximately $140,000 annually or 20.8%.

ACCOUNTING FOR INCOME TAXES

     Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, which requires
the use of the liability method in accounting for income taxes.  Under the
liability method, deferred income taxes are recognized, at currently
enacted income tax rates, to reflect the tax effect of temporary
differences between the financial reporting and tax basis of assets and
liabilities.  Such temporary differences are the result of provisions in
the income tax law that either require or permit certain items to be
reported on the income tax return in a different period than they are
reported in the financial statements.  The new standard required
adjustments to existing balances of accumulated deferred income taxes to
reflect changes in income tax rates.  To the extent such income taxes are
recoverable or payable through future rates, a $6,912,000 net regulatory 
liability has been recorded in the accompanying consolidated balance
sheets. Initial application of the statement had no material impact on the
Company's results of operations.




INFLATION

     Inflation may have a significant impact on replacement of property and
capital improvements in the future due to the capital intensive nature of
the utility business.  The rate making process gives no recognition to the
fair value of existing plant; however, in the past, the Company has been
allowed to recover and earn on the increased cost of its net investment
when the addition to or replacement of facilities occurred.  The majority
of the mining operations' coal contracts provide for the adjustment over
time of components of the sales price through indexes, formulas, or direct
pass-through of costs.

REPORT OF MANAGEMENT

     Management of Black Hills Corporation is responsible for the
preparation, integrity, and objectivity of the consolidated financial
statements of the Company and its subsidiaries.  The consolidated financial
statements are prepared in conformity with generally accepted accounting
principles and reflect management's informed judgments and best estimates
with due consideration given to materiality.  Information contained
elsewhere in the Annual Report is consistent with the consolidated
financial statements.

     The Company's system of internal controls is designed to provide
reasonable assurance that assets are safeguarded, transactions are executed
in accordance with management's authorization, and the consolidated
financial statements are prepared in accordance with generally accepted
accounting principles.  The internal controls are continually reviewed and
evaluated for effectiveness.  No internal control system can prevent the
occurrence of errors and irregularities with absolute assurance due to the
inherent limitations of any system.  Management's objective is to maintain
a system that meets its goals in a cost effective manner.

     The Audit Committee, composed exclusively of outside directors, is
responsible for overseeing the Company's financial reporting process and
reporting the results of its activities to the Board of Directors.  This
committee, management, and the internal auditor periodically review matters
associated with financial reporting, audit activities, and internal
controls.  As part of their audit of the Company's 1993 consolidated
financial statements, the Company's independent auditors, Arthur Andersen &
Co., considered the Company's system of internal controls to the extent
they deemed necessary to determine the nature, timing, and extent of their
audit tests.  The independent and internal auditors have free access to the
Audit Committee to discuss the results of their audits without the presence
of management.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of Black Hills Corporation:

    We have audited the accompanying consolidated balance sheets and
statements of capitalization of BLACK HILLS CORPORATION AND SUBSIDIARIES as
of December 31, 1993 and 1992, and the related consolidated statements of
income, retained earnings, and cash flows for each of the three years in
the period ended December 31, 1993.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.  

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Black Hills
Corporation and Subsidiaries as of December 31, 1993 and 1992, and the
results of their operations and their cash flows for each of the three
years in the period ended December 31, 1993, in conformity with generally
accepted accounting principles.

     As discussed in Notes 8 and 9 to the consolidated financial
statements, effective January 1, 1993, the Company changed its method of
accounting for post retirement benefits other than pensions and its method
of accounting for income taxes.

                                       ARTHUR ANDERSEN & CO.

Minneapolis, Minnesota,
January 28, 1994


                               BLACK HILLS CORPORATION
                          CONSOLIDATED STATEMENTS OF INCOME


Years ended December 31           1993          1992        1991
                                          (in thousands)
                                                 
Operating revenues: 
  Electric . . . . . . . . . . .$ 98,155      $ 97,448    $ 98,158          
  Coal mining. . . . . . . . . .  29,822        28,296      26,138 
  Oil and gas production . . . .  11,396         9,599       9,077 

                                 139,373       135,343     133,373 
Operating expenses: 
  Fuel and purchased power . . .  36,946        38,209      38,851 
  Operations . . . . . . . . . .  23,368        23,337      23,825 
  Maintenance  . . . . . . . . .   6,869         6,513       6,729 
  Administrative and general . .   8,144         7,811       7,910 
  Depreciation, depletion, and
   amortization  . . . . . . . .  16,051        13,860      12,012 
  Taxes, other than income 
   taxes (Note 12) . . . . . . .  10,209         9,264       8,579 

                                 101,587        98,994      97,906 

Operating income: 
  Electric . . . . . . . . . . .  23,982        23,392      24,636  
  Coal mining  . . . . . . . . .  12,360        11,572       9,471 
  Oil and gas production . . . .   1,444         1,385       1,360 

                                  37,786        36,349      35,467 

Other income (expense): 
  Interest expense . . . . . . .  (8,817)       (8,965)     (8,001) 
  Investment income  . . . . . .   1,739         3,149       2,956 
  Allowance for funds used 
    during construction  . . . .     729           378         177
  Other, net (Note 12) . . . . .     474         1,233         631 

                                  (5,875)       (4,205)     (4,237)

Income before income taxes . . .  31,911        32,144      31,230 
Income taxes (Note 9). . . . . .  (8,965)       (8,506)     (8,549)

     Net income  . . . . . . . .$ 22,946      $ 23,638    $ 22,681

Weighted average common shares
  outstanding (Note 2) . . . . .  13,811        13,689      13,675  
                                                                            
Earnings per share of common
  stock (Note 2) . . . . . . . .$   1.66      $   1.73    $   1.66  

<FN>                                                                        
              
The accompanying notes to consolidated financial statements are an integral
part of these consolidated financial statements.



                 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS


Years ended December 31                   1993       1992       1991
                                               (in thousands)
                                                     
Balance, beginning of year . . . . . . $105,173   $ 98,512    $91,876
Net income . . . . . . . . . . . . . .   22,946     23,638     22,681 
Cash dividends on common stock 
  ($1.28, $1.24, and $1.17 per 
  share, respectively) . . . . . . . .  (17,720)   (16,977)   (16,045) 
Balance, end of year . . . . . . . . . $110,399   $105,173    $98,512 


     
                        CONSOLIDATED STATEMENTS OF CASH FLOWS


Years ended December 31                     1993       1992       1991
                                                (in thousands)
                                                       
Cash flows provided from 
(used for) operating activities: 
  Net income  . . . . . . . . . . . . .  $ 22,946    $23,638    $22,681 
  Principal non-cash items-
    Depreciation, depletion, and
      amortization  . . . . . . . . . .    16,051     13,860     12,012 
    Deferred income taxes and
      investment tax credits. . . . . .     1,042        761       (801)
    Gain on coal settlement . . . . . .         -       (940)         -
    Allowance for other funds used during
      construction  . . . . . . . . . .      (333)       (94)       (65)    
  (Increase) decrease in receivables, 
    inventories, and other current assets  (1,556)     1,378        488 
  Increase (decrease) in current 
    liabilities   . . . . . . . . . . . .  (2,562)     4,814      1,847
  Other, net  . . . . . . . . . . . . . .   4,259      1,091       (470)
                                           39,847     44,508     35,692

Cash flows provided from (used for)
  investing activities: 
  Neil Simpson Unit #2 construction 
   costs, excluding allowance for 
   other funds used during construction 
   (Note 7) . .                           (12,675)    (2,227)         -     
 Other property additions, excluding
    allowance for other funds used
    during construction . . . . . . . . . (27,282)   (25,594)   (25,587)
  Short-term investments purchased  . . . (33,622)   (33,938)   (14,771)    
 Short-term investments sold . . . . . . .25,504     32,610          -
  Proceeds from sale of long-term 
    investments . . . . . . . . . . . . .  14,724          -          -
                                          (33,351)   (29,149)   (40,358)

Cash flows provided from (used for) 
  financing activities: 
  Dividends paid  . . . . . . . . . . . . (17,720)   (16,977)   (16,045)
  Common stock issued . . . . . . . . . .  13,705        534          -
  Net short-term borrowings . . . . . . .   3,784        900       (500)
  Long-term debt issued . . . . . . . . .       -          -      8,768
  Long-term debt retired  . . . . . . . .  (4,166)    (3,725)    (1,921)
                                           (4,397)   (19,268)    (9,698)
    Increase (decrease) in cash and
      cash equivalents. . . . . . . . . .   2,099     (3,909)   (14,364)

Cash and cash equivalents:       
  Beginning of year . . . . . . . . . . .   5,767      9,676     24,040
  End of year . . . . . . . . . . . . . .$  7,866    $ 5,767    $ 9,676  
                                                                           
Supplemental disclosure of cash flow
  information: 
  Cash paid during the period for -
    Interest  . . . . . . . . . . . . . .$  9,283    $ 9,296    $ 6,837 
    Income taxes. . . . . . . . . . . . .$  8,000    $ 7,440    $ 8,700   
Non-cash investing and financing 
 activities (Notes 3 and 6)
                                                                           
<FN>
The accompanying notes to consolidated financial statements are an integral
part of these consolidated financial statements.



                          CONSOLIDATED BALANCE SHEETS


December 31                              1993                1992
                                               (in thousands)   
     ASSETS
                                                     
Current assets:                      
  Cash and cash equivalents  . . . . .$  7,866             $  5,767 
  Short-term investments . . . . . . .  24,217               16,099
  Receivables, net
    Customers  . . . . . . . . . . . .  12,415               10,246 
    Other  . . . . . . . . . . . . . .     901                1,807 
  Materials, supplies, and fuel. . . .   6,765                6,448 
  Prepaid expenses . . . . . . . . . .   1,638                1,662 
       Total current assets  . . . . .  53,802               42,029 

Property and investments:          
  Electric . . . . . . . . . . . . . . 341,852              318,270 
  Coal mining. . . . . . . . . . . . .  51,670               44,483 
  Oil and gas production . . . . . . .  32,371               28,465 
  Investments  . . . . . . . . . . . .   7,250               21,974 
                                       433,143              413,192 
  Less accumulated depreciation
    and depletion. . . . . . . . . . .(144,492)            (132,890)
       Net property and investments. . 288,651              280,302 
Deferred charges:
  Federal income taxes . . . . . . . .   7,271                2,153
  Other  . . . . . . . . . . . . . . .   3,129                5,718
                                        10,400                7,871 
                                      $352,853             $330,202   

     LIABILITIES AND CAPITALIZATION

Current liabilities: 
  Current maturities of 
   long-term debt. . . . . . . . . . .$  3,542             $  4,166 
  Notes payable (Note 4) . . . . . . .  11,768                7,984 
  Accounts payable . . . . . . . . . .   9,535                8,939 
  Accrued liabilities-
    Taxes. . . . . . . . . . . . . . .   5,583                5,544 
    Fuel and purchased power refunds     1,375                4,120
    Interest . . . . . . . . . . . . .   1,700                2,167 
    Other. . . . . . . . . . . . . . .   6,023                6,008 
       Total current liabilities . . .  39,526               38,928  

Deferred credits: 
  Federal income taxes . . . . . . . .  36,705               37,687
  Investment tax credits . . . . . . .   6,027                6,532 
  Reclamation costs. . . . . . . . . .   7,290                6,651 
  Regulatory liability . . . . . . . .   6,912                    -
  Other. . . . . . . . . . . . . . . .   3,030                2,430 
       Total deferred credits. . . . .  59,964               53,300 

Commitments and contingent liabilities 
  (Notes 7 and 8). . . . . . . . . . .

Capitalization, per accompanying 
  statements: 
  Common stock equity. . . . . . . . . 168,089              149,158 
  Long-term debt . . . . . . . . . . .  85,274               88,816 
       Total capitalization. . . . . . 253,363              237,974 

                                      $352,853             $330,202  

<FN>
The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.



                   CONSOLIDATED STATEMENTS OF CAPITALIZATION

December 31                                     1993            1992
                                                   (in thousands)
                                                       
Common stock equity (Note 2):
  Common stock, $1 par value; 50,000,000 
    shares authorized; 14,269,580 and
    13,701,287 shares outstanding,
    respectively  . . . . . . . . . . . . . .$ 14,270        $ 13,701 
  Additional paid-in capital  . . . . . . . .  43,420          30,284
  Retained earnings . . . . . . . . . . . . . 110,399         105,173
       Total common stock equity  . . . . . . 168,089         149,158

Cumulative preferred stock:         
  No par value; 400,000 shares authorized;
    no shares outstanding . . . . . . . . . .       -               -

  $100 par value; 270,000 shares
    authorized; no shares outstanding . . . .       -               -

Long-term debt (Note 3):
  First mortgage bonds-
    4.75% due 1993. . . . . . . . . . . . . .       -             854 
    8.375% due 1998 . . . . . . . . . . . . .   3,340           4,005 
    8.05% due 1999. . . . . . . . . . . . . .   4,875           4,900 
    6.625% and 6.85% pollution control
      and industrial development revenue
      bonds, collateralized with first
      mortgage bonds, due 2007  . . . . . . .   1,840           2,000 
    9.00% due 2003. . . . . . . . . . . . . .  11,739          12,818
    9.49% due 2018. . . . . . . . . . . . . .   6,000           6,000 
    9.35% due 2021  . . . . . . . . . . . . .  35,000          35,000       
                                               62,794          65,577
  Other-
    6.7% pollution control revenue bonds, 
      due 2010. . . . . . . . . . . . . . . .  12,300          12,300
    10.50% pollution control revenue
      bonds, due 2014 . . . . . . . . . . . .  12,200          12,200
    Other long-term obligations . . . . . . .   1,522           2,905
                                               26,022          27,405

       Total long-term debt                    88,816          92,982
  Current maturities  . . . . . . . . . . . .  (3,542)         (4,166)
       Net long-term debt . . . . . . . . . .  85,274          88,816

       Total capitalization . . . . . . . . .$253,363        $237,974 

<FN>                                                                        
The accompanying notes to consolidated financial statements are an integral
part of these consolidated financial statements.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1993, 1992, AND 1991

(1)  BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS DESCRIPTION 

Black Hills Corporation and its Subsidiaries (the Company) operate in three
primary business segments:  electric, coal mining, and oil and gas
production.  The Company's electric utility operation is engaged in the
generation, purchase, transmission, distribution, and sale of electric
power and energy in western South Dakota, northeastern Wyoming, and
southeastern Montana.  Sales of electric power to the three largest
electric customers represented 20% of the Company's electric revenue in
1993, 22% in 1992, and 21% in 1991.

The coal mining operation of the Company, located in northeastern Wyoming,
mines and sells sub-bituminous coal primarily under long-term coal supply
agreements.  As described in Note 6, a substantial portion of the coal
mining operation's sales are to the Wyodak Plant.  Sales of coal to the
Company and to PacifiCorp represent 89% of total coal sales.

The Company's oil and gas exploration and production business operates and
has working interests in oil wells principally located in the Rocky
Mountain region and Texas.

PRINCIPLES OF CONSOLIDATION 

The consolidated financial statements include the accounts of Black Hills
Corporation and its wholly owned subsidiaries.  All significant inter-
company balances and transactions have been eliminated in consolidation
except for revenues and expenses associated with intercompany coal sales in
accordance with the provisions of Statement of Financial Accounting
Standards No. 71, "Accounting for the Effects of Certain Types of
Regulation."  Total intercompany coal sales not eliminated were
$10,047,000, $9,811,000, and $9,220,000 in 1993, 1992, and 1991,
respectively.

PROPERTY AND INVESTMENTS 

Property is recorded at cost which includes an allowance for funds used
during construction where applicable.  The cost of electric property
retired, together with removal cost less salvage, is charged to accumulated
depreciation.  Repairs and maintenance of property are charged to
operations as incurred.

Investments, consisting principally of tax exempt municipal bonds held for
corporate development purposes, are carried at cost which approximates
market.




DEPRECIATION AND DEPLETION 

Depreciation is computed using the straight-line method over the estimated
useful lives of the related assets.  Depreciation provisions for the
electric property were equivalent to annual composite rates of 3.2% in 1993
and 1992, and 3.3% in 1991.  Composite depreciation rates for other
property were 9.6%, 7.5%, and 8.2% in 1993, 1992, and 1991, respectively.

Depletion of coal and oil and gas properties is computed using the cost
method for financial reporting and the gross income method or cost method,
whichever is applicable, for federal income tax reporting.

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS 

Cash of the Company is invested in money market investments such as
municipal put bonds, money market preferreds, commercial paper,
Euro-dollars, and certificates of deposit.  The Company considers all
highly liquid investments with an original maturity of three months or less
to be cash equivalents.  Cash equivalents and short-term investments are
stated at cost which approximates market.

REVENUE RECOGNITION 

Revenue from sales of electric energy is based on rates filed with
applicable regulatory authorities.  Electric revenue includes an accrual
for estimated unbilled revenue for services provided through year-end.

Revenue from other business segments is recognized at the time the products
are delivered or the services are rendered.

OIL AND GAS EXPLORATION 

The Company accounts for its oil and gas exploration activities under the
full cost method.  Capitalized costs associated with unsuccessful wells are
amortized over future periods as the reserves from successful wells are
produced.

ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION 

Allowance for funds used during construction (AFDC) represents the
approximate composite cost of borrowed funds and a return on capital used
to finance construction expenditures and is capitalized as a component of
the electric property.  The AFDC was computed at an annual composite rate
of 7.7% in 1993, 10.5% in 1992, and 12% in 1991.

INCOME TAXES

Deferred taxes are provided on all significant temporary differences,
principally depreciation.  Investment tax credits have been deferred in the
electric operation and the accumulated balance is amortized as a reduction
of income tax expense over the useful lives of the related electric
property which gave rise to the credits.


(2)  CAPITAL STOCK 

Common Stock

Common shares issued at $1.00 par value during the years indicated were:


                                     1993          1992
                                            
Public offering                    525,000             -

Employee Stock
 Purchase Plan                      16,402        24,332

Dividend Reinvestment
 and Stock Purchase Plan            26,891             -

                                   568,293        24,332

There were no shares issued in 1991.  

At December 31, 1993, 74,209 shares of unissued common stock were available
for future offerings under the Employee Stock Purchase Plan.

During 1993, the Board of Directors adopted a new Dividend Reinvestment and
Stock Purchase Plan, under which shareholders may purchase additional
shares of common stock through dividend reinvestment and/or optional cash
payments at 100% of the recent average market price.  The Company has the
option of issuing new shares or purchasing the shares on the open market. 
At December 31, 1993, 973,109 shares of unissued common stock were
available for future offerings under the Plan.

On January 30, 1992, the Board of Directors declared a three-for-two common
stock split in the form of a 50% stock dividend, payable March 2, 1992, to
shareholders of record on February 10, 1992.  The common stock and per
share information in the accompanying consolidated financial statements and
notes have been restated to reflect the stock distribution.

ADDITIONAL PAID-IN CAPITAL

Changes in additional paid-in capital for the years indicated were:


                                      1993         1992         1991
                                              (in thousands)
                                                     
Balance, beginning of year          $30,284      $29,776      $34,336
Premium, net of expenses,
 received from sales of
 common stock                        13,136          508            -
Three-for-two stock split                 -            -       (4,560)

Balance, end of year                $43,420      $30,284      $29,776


(3)  LONG-TERM DEBT 

Substantially all of the Company's utility property is subject to the lien
of the Indenture securing its first mortgage bonds.  First mortgage bonds
of the Company may be issued in amounts limited by property, earnings, and
other provisions of the mortgage indentures.

In 1992, the Company issued $12,300,000, 6.7% Unsecured Pollution Control
Refunding Revenue Bonds, due 2010.  The proceeds were used to redeem
$12,300,000 of 6.625% and 6.85%, Pollution Control Revenue Bonds, due 2007.

The Company entered into a refunding agreement in 1992 to refund the
existing $12,200,000, 10.5% Pollution Control Revenue Bonds in 1994 with
7.5% Pollution Control Revenue Bonds.  The refunding agreement obligates
the Company to call and satisfy in full the existing bonds in 1994,
including a redemption premium of 2% or $240,000 on the existing bonds. 
Because of the forward nature of this transaction, the refunding will not
be reflected in the Company's consolidated financial statements or capital
structure until 1994.

In 1991 the Company issued two series of first mortgage bonds, $35,000,000
at 9.35% due 2021 and $13,806,000 at 9.00% due 2003.  The funds were
primarily used for the purchase of the Wyodak Plant as described in Note 6.

Scheduled maturities of long-term debt for the next five years are: 
$3,542,000 in 1994, $2,144,000 in 1995, $2,255,000 in 1996, $2,384,000 in
1997, and $2,196,000 in 1998.

(4)  NOTES PAYABLE TO BANKS 

At December 31, 1993, the Company had $40,000,000 of unsecured short-term
lines of credit.  Borrowings outstanding under these lines of credit were
$11,700,000 and $6,000,000 as of December 31, 1993 and 1992, respectively. 
Average borrowings during 1993, 1992, and 1991 were $11,059,000,
$5,616,000, and $4,552,000, respectively.  The average interest rate on
these borrowings was 5.2%, 6.0%, and 8.3% in 1993, 1992, and 1991,
respectively.  The Company has no compensating balance requirements
associated with these lines of credit.  The Company pays a 0.125% facility
fee on $10,000,000 of the existing lines. The lines of credit are subject
to periodic review and renewal during the year by the banks. 

(5)  FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of the Company's financial instruments.

Cash and Cash Equivalents

The carrying amount approximates fair value due to the short maturity of
those instruments.

Short-Term and Other Investments

The fair value of the Company's short-term and other investments equals the
quoted market price, if available.  If a quoted market price is not
available, fair value is estimated using quoted market prices for similar
securities.

Long-Term Debt

The fair value of the Company's long-term debt is estimated based on quoted
market rates for utility debt instruments having similar maturities and
similar debt ratings, with an exception for debt associated with the
federal coal lease modifications.  The fair value of the bonus payments for
the federal coal lease modifications equals the discounted future cash
flows using the prime rate as the discount rate.  The final federal bonus
payment is due February 1, 1994.

The estimated fair values of the Company's financial instruments are as
follows:



                                                    1993
                                               (in thousands)
                                           Carrying       Fair
                                            Amount        Value             
                                                   
Cash and cash equivalents                   $ 7,866      $ 7,866
Short-term investments                       24,217       24,217
Other investments                             7,250        7,257
Long-term debt                               88,816      105,639



                                                    1992
                                               (in thousands)
                                           Carrying       Fair
                                            Amount        Value             
                                                   
Cash and cash equivalents                   $ 5,767      $ 5,767
Short-term investments                       16,099       16,177
Other investments                            21,974       22,023
Long-term debt                               92,982      101,885



The majority of the Company's outstanding bonds are currently subject to
make-whole provisions which would eliminate any economic benefits for the
Company to call and refinance the bonds.

(6)  WYODAK PLANT 
On April 8, 1991, the Company purchased a 20% interest and PacifiCorp an
80% interest in the Wyodak Plant (the Plant), a 330 MW coal-fired electric
generating station located in Campbell County, Wyoming.  PacifiCorp is the
operator of the Plant.  The total acquisition cost of the Company's 20%
interest was approximately $42,022,000.  The Company financed its 20%
interest through the issuance of first mortgage bonds.

The Company and PacifiCorp had leased the Plant since 1978 under a
leveraged lease agreement.  The lease was recorded by the Company as a
capital asset with corresponding debt at the present value of the lease
payments.

Non-cash investing and financing activities associated with the acquisition
were as follows:

     Acquisition of interest in Wyodak Plant
      through debt issuance and assumption         $42,022,000

     Elimination of capital lease asset and
      obligation relating to the Wyodak Plant       30,694,000

The Company received a rate order from the South Dakota Public Utilities
Commission that allows the capitalization of the full cost of the Plant for
rate making purposes in South Dakota.  Electric sales to South Dakota
customers represent approximately 82% of total electric sales.

The Company receives 20% of the Plant's capacity and is committed to pay
20% of its additions, replacements, and operating and maintenance expenses. 
As of December 31, 1993, the Company's investment in the Plant included
$71,207,000 in electric plant and $18,844,000 in accumulated depreciation. 
The Company's share of direct expenses of the Plant is included in the
corresponding categories of operating expenses in the accompanying
consolidated statements of income.  

Wyodak Resources Development Corp. (WRDC) supplies coal to the Plant under
an agreement expiring in 2013 with a 10 year renewal option.  This coal
supply agreement is collateralized by a mortgage on and a security interest
in some of WRDC's coal reserves.  At December 31, 1993, approximately
32,250,000 tons were covered under this agreement.  WRDC's sales to the
Plant were $21,438,000, $20,317,000, and $17,775,000 for the years ended
December 31, 1993, 1992, and 1991, respectively.

(7)  COMMITMENTS AND CONTINGENT LIABILITIES 

NEW POWER PLANT

Construction of Neil Simpson Unit #2 (NSS #2), an 80 MW coal fired
generating plant located adjacent to the Wyodak coal mine, commenced in
August 1993.  The Company has committed to the South Dakota Public
Utilities Commission and the Wyoming Public Service Commission to construct
NSS #2 at a capital cost not to exceed $124,889,000 including AFDC and to
not include in rate base any capital costs in excess thereof.  The
construction of the plant is scheduled to be completed by the end of 1995. 
The Company has incurred approximately $15,000,000 of costs related to the
plant as of December 31, 1993.

WRDC has committed to supply all of the coal requirements for the life of
the plant.  The coal pricing methodology would restrict WRDC's earnings on
all coal sales to the Company to a return on its investment base.  WRDC has
committed to further reduce the price for coal to be used in any of the
Company's power plants during a period of time that under prudent dispatch
that power plant would not have been operated if it were not for the
discounted price of coal.

COAL OBLIGATIONS 

In addition to the 32,250,000 tons of coal reserved under the agreement
with the Wyodak Plant, WRDC has reserved 30,000,000 tons of coal under
existing contracts and 52,000,000 tons of coal under future purchase
options.  None of the purchase options are expected to be exercised because
the option price is substantially higher than the market price.  An option
for 50,000,000 tons can be exercised only if WRDC has not committed the
coal reserves to other buyers prior to the exercise of the option.

POWER PURCHASE AGREEMENT 

In 1983, the Company entered into a 40 year power agreement with PacifiCorp
providing for the purchase of 75 megawatts of electric capacity and energy.
Although the price paid for the capacity and energy is based on the
operating costs of one of PacifiCorp's coal-fired electric generating
plants, the power can come from anywhere in PacifiCorp's system.  Costs
incurred under this agreement were $21,106,000, $21,507,000, and
$22,280,000 in 1993, 1992, and 1991, respectively.

RECLAMATION

Under its mining permit, WRDC is required to reclaim all land where it has
mined coal reserves.  The cost of reclaiming the land is accrued as the
coal is mined.  While the reclamation process takes place on a continual
basis, much of the reclamation occurs over an extended period after the
area is mined.  Approximately $650,000 is charged to operations as
reclamation expense annually.  As of December 31, 1993, accrued reclamation
costs were approximately $7,290,000.

OTHER 

The Company is subject to various legal proceedings and claims which arise
in the ordinary course of operations and in the sales of formerly owned
companies.  In the opinion of management, the amount of liability, if any,
with respect to these actions would not materially affect the consolidated
financial position or results of operations of the Company.

(8)  EMPLOYEE BENEFIT PLANS 

The Company has a defined benefit pension plan (the Plan) covering
substantially all employees.  The benefits are based on years of service
and compensation levels during the highest five consecutive years of the
last ten years of service.  The Company's funding policy is in accordance
with the federal government's funding requirements.  The Plan's assets
consist primarily of equity and debt securities and cash equivalents.





Net pension expense (income) for the Plan was as follows:


                                   1993             1992             1991
                                              (in thousands)
                                                          
Service cost                     $   651          $   535          $   499  
Interest cost                      1,899            1,687            1,510  
Return on assets:
  Actual                          (2,852)          (2,224)          (5,210) 
  Deferred                           333             (215)           3,203 
Net pension expense (income)     $    31          $  (217)         $     2  
                                                                    
 
Funding information for the Plan as of October 1 of each year was as
follows:


                                             1993                1992
                                                  (in thousands)
                                                           
Fair value of plan
  assets                                     $25,186             $23,602
Projected benefit
  obligation                                  28,367              22,969
                                              (3,181)                633
Unrecognized:
  Net loss (gain)                              3,779                 (13)
  Prior service cost                           1,105               1,204 
  Transition asset                              (631)               (721)
Prepaid pension cost                         $ 1,072             $ 1,103  
                                                                      
Accumulated benefit
  obligation                                 $22,464             $18,885 
                                                          
Vested benefit obligation                    $21,507             $18,123 
                                                          
Actuarial assumptions:
  Discount rate                                  7.5%                8.5%
  Expected long-term rate of
   return on assets                               11%                 11%
  Rate of increase in
   compensation levels                             5%                  5%


The change in the assumed discount rate from 8.5% in 1992 to 7.5% in 1993
resulted in an increase in the accumulated benefit obligation and projected
benefit obligation of $2,260,000 and $3,403,000, respectively. 

The Company has various supplemental retirement plans for outside directors
and key executives of the Company.  The plans are nonqualified defined
benefit plans.  Costs incurred under the plans were $633,000, $735,000, and
$570,000 in 1993, 1992, and 1991, respectively.

On January 1, 1993, the Company adopted Statement of Financial Accounting
Standards No. 106, Employers' Accounting for Postretirement Benefits Other
Than Pensions.  The new standard requires that the expected cost of these
benefits must be charged to expense during the years that the employees
render service.  Prior to adopting the standard the Company expensed these
benefits as they were paid.  The Company is amortizing the transition
obligation of $2,996,000 over a 20 year period.

Employees retiring from the Company on or after attaining age 55 who have
rendered at least five years of service to the Company are entitled to
postretirement healthcare benefits coverage.  These benefits are subject to
premiums, deductibles, copayment provisions, and other limitations.  The
Company may amend or change the plan periodically.  The Company is not pre-
funding its retiree medical plan.

The net periodic postretirement cost for the Company was as follows:


                                                  1993
                                             (in thousands)
                                               
     Service cost                                 $127
     Interest cost                                 250
     Amortization of transition
      obligation                                   150
     Net periodic postretirement
      benefit cost                                $527

Funding information as of October 1 was as follows:



                                                   1993
                                              (in thousands)
                                               
     Accumulated postretirement benefit
      obligation:
       Retirees                                   $1,316
       Fully eligible active participants            865
       Other active participants                   1,921
     Unfunded accumulated postretirement
      benefit obligation                           4,102
     Unrecognized net loss                          (892)
     Unrecognized transition obligation           (2,846)
     Accrued postretirement benefit cost          $  364

For measurement purposes, an 11.5% annual rate of increase in healthcare
benefits was assumed for 1994; the rate was assumed to decrease gradually
to 6% in 2005 and remain at that level thereafter.  The healthcare cost
trend rate assumption has a significant effect on the amounts reported.  A
1% increase in the healthcare cost trend assumption would increase the net
periodic postretirement cost by approximately $140,000 annually or 20.8%. 
The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7.5%.

(9)  INCOME TAXES 

Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, which requires
the use of the liability method in accounting for income taxes.  Under the
liability method, deferred income taxes are recognized, at currently
enacted income tax rates, to reflect the tax effect of temporary
differences between the financial reporting and tax basis of assets and
liabilities.  Such temporary differences are the result of provisions in
the income tax law that either require or permit certain items to be
reported on the income tax return in a different period than they are
reported in the financial statements.  To implement the statement, certain
adjustments were made to accumulated deferred income taxes.  To the extent
such income taxes are recoverable or payable through future rates,
regulatory assets and liabilities have been recorded in the accompanying
consolidated balance sheets.  Initial application of the statement had no
material impact on the Company's results of operations.

Income tax expense for the years indicated was:


                                           1993       1992       1991
                                                 (in thousands)
                                                       
Current                                   $7,923     $7,745     $9,350
Deferred                                   1,547      1,273       (289)
Investment tax credits, net                 (505)      (512)      (512)
                                          $8,965     $8,506     $8,549  


The sources of temporary differences and the tax effect of each are
summarized as follows:


                                           1993       1992        1991
                                                 (in thousands)
                                                        
Tax in excess of book depreciation        $  662     $  566      $  257
Inventory accounting method                 (184)      (179)       (308)
Mining development and oil
  exploration costs                        1,315        848          61 
Other                                       (246)        38        (299)
                                          $1,547     $1,273      $ (289) 

The temporary differences which gave rise to the net deferred tax liability
at December 31, 1993 were as follows:










                                                              Net Deferred
                                                                 Income
                                                                Tax Asset
                                     Assets      Liabilities   (Liability)  
                                                (in thousands)
                                                       
Accelerated depreciation and
 other plant-related differences     $    -        $32,507      $(32,507)
AFUDC-equity                              -            461          (461)
Regulatory asset                      2,350              -         2,350
Unamortized investment tax credits    2,109              -         2,109
Mining development and oil
 exploration                            746          2,383        (1,637)
Employee benefits                     1,227            455           772
Other                                   839            899           (60)
                                     $7,271        $36,705      $(29,434)   
 
The effective tax rate differs from the federal statutory rate for the
years ended December 31, as follows:


                                                1993       1992       1991
                                                             
Federal statutory rate                          35.0%      34.0%      34.0%
Percentage depletion in
 excess of cost                                 (2.8)      (2.3)      (2.3)
Amortization of investment
 tax credits                                    (1.6)      (1.5)      (1.6)
Tax exempt interest income                      (1.7)      (2.3)      (2.8)
Other                                           (0.8)      (1.4)       0.1 

                                                28.1%      26.5%      27.4%

                                                          
(10)  OIL AND GAS RESERVES  (Unaudited)

The following table summarizes Western Production Company's (WPC) estimated
quantities of proved developed and undeveloped oil and natural gas reserves
at December 31, 1993 and 1992, and a reconciliation of the changes between
these dates using constant product prices for the respective years.  These
estimates are based on reserve reports by an independent engineering
company selected by the Company.  Such reserve estimates are based upon a
number of variable factors and assumptions which may cause these estimates
to differ from actual results.  










                                                1993             1992
                                            Oil     Gas      Oil     Gas
                           (in thousands of barrels of oil and MCF of gas)
                                                        
Proved developed and
 undeveloped reserves:
  Balance at beginning of year             2,199   3,243     2,524   4,799
    Production                              (327)   (777)     (247)   (379)
    Additions                                259   1,847       193     272 
    Revisions to previous
     estimates due to changed
     economic conditions                  (1,015) (1,554)     (271) (1,449)

  Balance at end of year                   1,116   2,759     2,199   3,243  
                                           
Proved developed reserves at end
  of year included above                   1,116   2,759     1,630   2,633  
                             
Year end prices                           $13.00  $ 2.35    $18.75  $ 1.65 
 

WPC has interests in 386 oil and gas properties in seven states.  WPC
operates a total of 347 wells in Wyoming, Colorado, and South Dakota. 
WPC's non-operated properties are located in Wyoming, Colorado, North
Dakota, Montana, Kansas, and Texas.  WPC also holds leases on approximately
74,000 gross and 50,000 net undeveloped acres.

(11)  SUMMARY OF INFORMATION RELATING TO SEGMENTS OF THE COMPANY'S BUSINESS

The three primary segments of the Company's business are its electric, coal
mining, and oil and gas production operations.  The following table
summarizes certain information specifically identifiable with each segment
as of or for the years ended December 31.


                                  1993         1992       1991
                                         (in thousands)
                                               
Assets at year end:
    Electric                    $259,680    $238,378    $228,788
    Coal mining                   72,328      71,194      71,873
    Oil and gas                   20,845      20,630      19,234

                                $352,853    $330,202    $319,895  
                                                               
Depreciation, depletion, and
  amortization:
    Electric                    $  9,952    $  9,614    $  8,644
    Coal mining                    1,953       1,482       1,572
    Oil and gas                    4,146       2,764       1,796

                                $ 16,051    $ 13,860    $ 12,012   
Capital expenditures:
    NSS #2 (includes AFDC)       $12,792    $  2,227     $     -
    Other electric                13,140      15,507      29,865*
    Coal mining                    7,425       5,001       1,129 
    Oil and gas                    6,933       5,180       5,987 

                                $ 40,290    $ 27,915    $ 36,981  
<FN>                                                             
*  Includes the acquisition of the Wyodak Plant (See Note 6).


(12)  SUPPLEMENTARY INCOME STATEMENT INFORMATION 

PACIFICORP COAL SETTLEMENT 

In 1987, WRDC entered into an agreement with PacifiCorp which (a) settled
PacifiCorp's obligation to purchase coal commencing in 1990 for a second
plant to be located at Wyodak, the construction of which had been canceled,
(b) provided for, among other things, increases in the coal price and
minimum coal purchase obligations by PacifiCorp for the Wyodak Plant, and
(c) provided for payments to WRDC of $2,000,000 each on January 2, 1988
through 1991 for an option to purchase additional coal.  These settlements
resulted in an increase in the Company's net income in 1993, 1992, and 1991
of approximately $1,500,000, $2,800,000, and $2,600,000 or $0.11, $0.20,
and $0.19 per share of common stock, respectively.

OTHER COAL SETTLEMENTS 

In late 1987, WRDC agreed to the termination of a long-term coal supply
agreement with the city of Grand Island, Nebraska.  Grand Island was
granted a 14 year option to purchase coal and in return WRDC will receive
payments of approximately $155,000 each year.

TAXES OTHER THAN INCOME TAXES 


                                        1993      1992      1991
                                              (in thousands)
                                                  
   Property                           $ 3,549    $2,996    $2,366
   Production and severance             2,982     2,622     2,820
   Payroll                              1,195     1,225     1,164 
   Black lung                           1,256     1,191     1,099 
   Federal reclamation                  1,060     1,035       960 
   Other                                  167       195       170           
                                      $10,209    $9,264    $8,579 
                                                           









COMPONENTS OF OTHER INCOME (EXPENSE): 
  
              
                                        1993      1992       1991
                                             (in thousands)
                                                  
    Coal settlements
      PacifiCorp                       $    -    $  940    $  802
      Grand Island                        155       155       125
    Other                                 319       138      (296)
                                       $  474    $1,233    $  631  
                                                     


(13)  QUARTERLY FINANCIAL DATA (UNAUDITED)

Quarterly financial data for the years indicated are summarized as follows:


                                   First     Second    Third     Fourth
                                 (in thousands, except per share amounts)
                                                         
   YEAR ENDED DECEMBER 31, 1993
     Operating revenues           $34,375   $32,924   $36,304   $35,770
     Operating income               9,980     7,793    10,087     9,926
     Net income                     6,103     4,575     6,011     6,257 
     Earnings per share of common 
      stock                          0.45      0.33      0.44      0.44
     Common stock prices
       High                       $28-1/4   $27-1/4   $27-1/8   $26-1/8
       Low                        $24-7/8   $24-5/8   $25-1/8   $21-7/8
     Dividends paid per share
       of common stock            $  0.32   $  0.32   $  0.32   $  0.32


   YEAR ENDED DECEMBER 31, 1992
     Operating revenues           $32,463   $32,175   $35,359   $35,346
     Operating income               8,826     7,608    10,050     9,865
     Net income                     5,588     5,581     6,276     6,193
     Earnings per share of common 
      stock                          0.41      0.41      0.46      0.45
     Common stock prices
       High                       $29-1/2   $32-1/4   $29-5/8   $29-1/4
       Low                        $25-3/8   $25-1/2   $27-1/2   $23-3/4
     Dividends paid per share
       of common stock            $  0.31   $  0.31   $  0.31   $  0.31







                            SELECTED FINANCIAL DATA
                                  (unaudited)

Years ended December 31     1993     1992      1991      1990      1989
                              (in thousands, except per share amounts)
                                                  
Operating revenues       $139,373  $135,343  $133,373  $127,498  $120,004  
Net income from
 continuing operations     22,946    23,638    22,681    22,938    21,957  
Per share of common 
 stock:
  Earnings from 
   continuing operations     1.66      1.73      1.66      1.68      1.60
  Dividends paid             1.28      1.24      1.17      1.09      1.01
Total assets              352,853   330,202   319,895   294,929   272,523
Total long-term
  obligations              85,274    88,816    92,982    78,978    78,939
                                                                            



FINANCIAL STATISTICS


Years ended December 31                  1993       1992         1991       
                                                      
TOTAL ASSETS (in thousands)            $352,853   $330,202     $319,895     

PROPERTY AND INVESTMENTS (in thousands)
  Total property and investments  . . .$433,143   $413,192     $390,766     
  Accumulated depreciation
   and depletion. . . . . . . . . . . . 144,492    132,890      122,574     
  Capital expenditures
    (includes AFDC) . . . . . . . . . .  40,290     27,915       36,981     

CAPITALIZATION (in thousands)
  Long-term debt  . . . . . . . . . . .$ 85,274   $ 88,816     $ 92,982     
  Common stock equity . . . . . . . . . 168,089    149,158      141,963     
       Total  . . . . . . . . . . . . .$253,363   $237,974     $234,945     
                                   
CAPITALIZATION RATIOS
  Long-term debt  . . . . . . . . . . .    33.7%      37.3%        39.6%    
  Common stock equity . . . . . . . . .    66.3       62.7         60.4     
      Total . . . . . . . . . . . . . .   100.0%     100.0%       100.0%    
                                                                            
AVERAGE INTEREST RATE ON LONG-TERM DEBT     9.0%       8.9%         8.9%    
 
NET INCOME AVAILABLE FOR
  COMMON STOCK (in thousands)  . . . . $ 22,946   $ 23,638     $ 22,681     

DIVIDENDS PAID ON COMMON STOCK
  (in thousands) . . . . . . . . . . . $ 17,720   $ 16,977     $ 16,045     

COMMON STOCK DATA (in thousands)*
Shares outstanding, average. . . . . .   13,811     13,689       13,675     
Shares outstanding, end of year. . . .   14,270     13,701       13,675     
  Earnings per average share,
   in dollars. . . . . . . . . . . . . $   1.66   $   1.73     $   1.66     
  Dividends paid per share, in dollars $   1.28   $   1.24     $   1.17     
  Book value per share, end of
   year, in dollars. . . . . . . . . . $  11.78   $  10.89     $  10.38    

RETURN ON COMMON STOCK EQUITY. . . . .     13.7%      15.8%        16.0%    

ALLOWANCE FOR FUNDS USED DURING 
 CONSTRUCTION AS PERCENT OF NET 
 INCOME. . . . . . . . . . . . . . . .      3.2%       1.6%         0.8%    

(continued)


Years ended December 31                  1990       1989         1988
                                                      
TOTAL ASSETS (in thousands)            $294,929   $272,523     $270,258

PROPERTY AND INVESTMENTS (in thousands)
  Total property and investments. . . .$355,276   $331,310     $304,445
  Accumulated depreciation
   and depletion. . . . . . . . . . . . 111,111    101,591       92,661
  Capital expenditures
    (includes AFDC) . . . . . . . . . .  22,336     10,176       12,950

CAPITALIZATION (in thousands)
  Long-term debt  . . . . . . . . . . .$ 78,978   $ 78,939     $ 82,709
  Common stock equity . . . . . . . . . 135,329    127,338      120,100
       Total  . . . . . . . . . . . . .$214,307   $206,277     $202,809
                                                                            
CAPITALIZATION RATIOS
  Long-term debt  . . . . . . . . . . .    36.9%      38.3%        40.8%
  Common stock equity . . . . . . . . .    63.1       61.7         59.2
       Total  . . . . . . . . . . . . .   100.0%     100.0%       100.0%
                                                                           
AVERAGE INTEREST RATE ON LONG-TERM DEBT     8.6%       8.5%         8.5%

NET INCOME AVAILABLE FOR
  COMMON STOCK (in thousands)  . . . . $ 22,938   $ 21,096     $ 22,191

DIVIDENDS PAID ON COMMON STOCK
  (in thousands) . . . . . . . . . . . $ 14,947   $ 13,858     $ 12,756

COMMON STOCK DATA (in thousands)*
Shares outstanding, average. . . . . .   13,675     13,675       13,665
Shares outstanding, end of year. . . .   13,675     13,675       13,675
  Earnings per average share,
   in dollars. . . . . . . . . . . . . $   1.68   $   1.54     $   1.62
  Dividends paid per share, in dollars.$   1.09   $   1.01     $   0.93
  Book value per share, end of
   year, in dollars . . . . . . . . .  $   9.90   $   9.31     $   8.78

RETURN ON COMMON STOCK EQUITY . . . .      16.9%      16.6%        18.5%

ALLOWANCE FOR FUNDS USED DURING 
  CONSTRUCTION AS PERCENT OF 
  NET INCOME  . . . . . . . . . . . .       1.2%       0.5%         0.7%

<FN>
* Common stock data have been adjusted retroactively to reflect the three-
for-two stock split in March 1992.



ELECTRIC OPERATION STATISTICS 


Years ended December 31                   1993        1992         1991     
                                                       
ELECTRIC ENERGY GENERATED
  AND PURCHASED (megawatt hours)
  Generated, net station output  . . . 1,227,084   1,226,153    1,148,259   
  Purchased and net interchange  . . .   435,990     397,478      444,848   
       Total generated and purchased . 1,663,074   1,623,631    1,593,107   
  Non-firm sales . . . . . . . . . . .    (7,780)    (10,405)      (1,040)  
  Company use and losses . . . . . . .   (61,336)    (73,627)     (59,896) 
       Total electric energy sales . . 1,593,958   1,539,599    1,532,171   
                                                                            
ELECTRIC ENERGY SALES (megawatt hours)
  Residential  . . . . . . . . . . . .   370,736     339,341      355,691   
  General and commercial . . . . . . .   469,496     446,036      440,043   
  Industrial . . . . . . . . . . . . .   568,316     572,244      550,999   
  Public authorities . . . . . . . . .    22,621      21,798       21,347   
  Sales for resale . . . . . . . . . .   162,789     160,180      164,091   
       Total electric energy sales . . 1,593,958   1,539,599    1,532,171   
                                                                            
ELECTRIC REVENUE (in thousands)
  Residential  . . . . . . . . . . . . $  27,064   $  25,366    $  27,053   
  General and commercial . . . . . . .    32,295      30,742       31,227   
  Industrial . . . . . . . . . . . . .    25,901      27,106       26,812   
  Public authorities . . . . . . . . .     1,537       1,586        1,593   
  Sales for resale . . . . . . . . . .     7,122       7,002        7,223   
       Total electric revenue  . . . .    93,919      91,802       93,908   
  Other revenue. . . . . . . . . . . .     4,236       5,646        4,250   
       Total revenue                   $  98,155   $  97,448    $  98,158   
                                                                            
ELECTRIC CUSTOMERS (end of year)
  Residential  . . . . . . . . . . . .    44,657      44,100       43,539   
  General and commercial . . . . . . .     8,507       8,279        8,083   
  Industrial . . . . . . . . . . . . .        41          38           40   
  Public authorities . . . . . . . . .       124         117          112   
  Other electric utilities . . . . . .         1           1            1   
       Total . . . . . . . . . . . . .    53,330      52,535       51,775   

RESIDENTIAL STATISTICS
  Average annual KWH usage:
    With electric heating. . . . . . .    17,601      15,380       16,773   
    Without electric heating . . . . .     6,428       6,172        6,502   
    All residential. . . . . . . . . .     8,351       7,743        8,218   
  Average price per KWH, in cents  . .       7.2         7.6          7.6   

AVERAGE PRICE PER KWH, ALL CUSTOMERS
(in cents) . . . . . . . . . . . . . .       6.0         6.2          6.1   




(continued)

Years ended December 31                   1990        1989         1988     
                                                       
ELECTRIC ENERGY GENERATED
  AND PURCHASED (megawatt hours)
  Generated, net station output  . . . 1,169,054   1,046,971    1,119,073
  Purchased and net interchange  . . .   379,268     468,768      388,394
       Total generated and purchased . 1,548,322   1,515,739    1,507,467
  Non-firm sales . . . . . . . . . . .    (5,576)    (29,087)     (45,943)
  Company use and losses . . . . . . .   (64,031)    (53,282)     (56,869)
       Total electric energy sales . . 1,478,715   1,433,370    1,404,655
                                                                            
ELECTRIC ENERGY SALES (megawatt hours)
  Residential  . . . . . . . . . . . .   338,391     343,645      337,375
  General and commercial . . . . . . .   415,635     395,712      396,366
  Industrial . . . . . . . . . . . . .   542,312     529,703      509,036
  Public authorities . . . . . . . . .    20,819      20,980       24,574
  Sales for resale . . . . . . . . . .   161,558     143,330      137,304
       Total electric energy sales . . 1,478,715   1,433,370    1,404,655   
                                                                            
ELECTRIC REVENUE (in thousands)
  Residential  . . . . . . . . . . . . $  25,498   $  25,456    $  24,768
  General and commercial . . . . . . .    29,027      27,815       26,884
  Industrial . . . . . . . . . . . . .    25,917      25,153       23,359   
  Public authorities . . . . . . . . .     1,540       1,563        1,656   
  Sales for resale . . . . . . . . . .     6,532       5,745        5,740
       Total electric revenue  . . . .    88,514      85,732       82,407
  Other revenue . . . . . . .              3,762       4,650        3,838
       Total revenue                   $  92,276   $  90,382    $  86,245
                                                                            
ELECTRIC CUSTOMERS (end of year)
  Residential  . . . . . . . . . . . .    43,020      42,505       41,880
  General and commercial . . . . . . .     7,866       7,703        7,512
  Industrial . . . . . . . . . . . . .        44          40           37   
  Public authorities . . . . . . . . .       114         111          105   
  Other electric utilities . . . . . .         1           1            1
       Total . . . . . . . . . . . . .    51,045      50,360       49,535
                                                                            
RESIDENTIAL STATISTICS
  Average annual KWH usage:
    With electric heating. . . . . . .    15,978      16,881       16,218
    Without electric heating . . . . .     6,288       6,421        6,461   
    All residential. . . . . . . . . .     7,897       8,171        8,056
  Average price per KWH, in cents  . .       7.5         7.4          7.3

AVERAGE PRICE PER KWH, ALL CUSTOMERS
(in cents) . . . . . . . . . . . . . .       6.0         6.0          5.9




DIRECTORY

  COMMON STOCK

    Transfer Agent, Registrar, and Dividend Disbursing Agent

      Chemical Bank
      450 West 33rd Street
      New York, New York  10001

  FIRST MORTGAGE BONDS

    Trustee and Paying Agent

      Chemical Bank
      450 West 33rd Street
      New York, New York  10001

  POLLUTION CONTROL AND INDUSTRIAL DEVELOPMENT REVENUE BONDS

    Trustee and Paying Agent

      Norwest Bank Minnesota, N.A.
      Eighth Street and Marquette Avenue
      Minneapolis, Minnesota  55479

  GENERAL COUNSEL

      Morrill Brown & Thomas
      P.O. Box 8108
      Rapid City, South Dakota  57709

  CORPORATE OFFICES

      Black Hills Corporation
      P.O. Box 1400
      Rapid City, South Dakota  57709
      (605) 348-1700

The Company's common stock ($1 par value) is traded on The New York Stock
Exchange.  Quotations for the common stock are reported under the symbol
BKH.  At year-end the Company had 7,243 common stockholders of record.  All
fifty states and the District of Columbia plus twelve foreign countries are
represented.

The continued interest and support of equity owners is appreciated.  The
Company has declared common stock dividends payable in cash in each year
since its incorporation in 1941.  At its January 1994 meeting, the Board of
Directors raised the quarterly dividend to 33 cents per share, equivalent
to an annual increase of 4 cents per share.   This regular quarterly
dividend is payable March 1, 1994.   All dividends are reportable for
federal income tax purposes as ordinary dividend income. 


The Annual Report is mailed to each shareholder in accordance with
government rules.  Dividend payments and interim reports of the Company are
mailed quarterly. Dividend payment dates are March 1, June 1, September 1,
and December 1.  You may receive more than one copy of the Annual Report if
there are variations in your name or address in which your stock is
registered.  Duplicate mailings of annual and interim reports can be
eliminated upon written request of the shareholder.

A copy of the Company's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission, is available to shareholders without
charge upon written request to Roxann R. Basham, Secretary, P.O. Box 1400,
Rapid City, South Dakota  57709. 

1994 ANNUAL MEETING 

The Annual Meeting of Stockholders will be held at the Holiday Inn -
Rushmore Plaza Hotel, 505 North Fifth Street, Rapid City, South Dakota, at
9:30 A.M., on May 24, 1994.  Prior to the meeting, formal notice, proxy
statement, and proxy will be mailed to shareholders.

DIRECT DEPOSIT OF DIVIDENDS 

The Company encourages you to consider the direct deposit of your
dividends.  With direct deposit, your quarterly dividend payment can be
automatically transferred on the dividend payment date to the bank, savings
and loan, or credit union of your choice.  Direct deposit assures payments
are credited to shareholders' accounts without delay.  A form is attached
to your dividend check where you can request information about this method
of payment.  Questions regarding direct deposit should be directed to
Chemical Bank, Security Holder Relations, P. O. Box 24935, Church Street
Station, New York, New York  10249.

DIVIDEND REINVESTMENT PLAN 

A Dividend Reinvestment and Stock Purchase Plan (the Plan) is available to
common shareholders.  The Company revised its plan in November 1993.  The
new Plan provides a method of investing common stock dividends and optional
cash payments in additional shares of common stock of the Company at 100
percent of the recent average market price.  The participant may elect to
continue to receive cash dividends on shares registered in their names and
invest by making optional cash payments only.  Questions regarding the Plan
should be directed to the Secretary of the Company or Chemical Bank,
Dividend Reinvestment Department, J.A.F. Building, P.O. Box 3069, New York,
New York 10116-3069 or by calling the Bank toll free at 1-800-279-1246.