1995                                                        EXHIBIT 10(ae)
     
     EXECUTIVE 

     GAINSHARING PROGRAM



                   1995 EXECUTIVE GAINSHARING PROGRAM



The Executive Gainsharing Program is one of three sections of a Company-wide
gainsharing program.  Other work units participating in the Company-wide
program are the Bargaining Unit and a program for the Staff.  Each of the
three work units have goals established in which participants can directly
influence the results.  The maximum award that any participant may receive is
three percent.

This program is designed for the officers in the following positions: 
Chairman, President and CEO; President and COO; Sr. Vice President, Finance;
Vice President, Administration; Vice President, Power Supply;
Secretary/Treasurer, and Controller.


                         Black Hills Corporation
                1995 Executive Gainsharing Program Goals

I.   Safety Goal (1%)

     This category has a total award value of 1%.  The category is comprised
     of safety goals dependent on each other.  The goals are:

     A.    Motor Vehicle Accidents
     B.    OSHA Lost Time Accidents

     To receive a 1% award, the Company average must be less than the NCEA
     average at year-end in each respective area.

II.  O&M Expense Reduction Goal (1%)

     This category has a total award value of 1%.  For an award to be paid in
     this category, a reduction in the O&M budget must occur.  A payout to
     the participants will be equal to one-third of the average company-wide
     participant gainshare payout.

     Example:    If the average 1995 gainshare award payout per participant
                 is 2.5%, each participant (officer) in this specific program
                 would receive a payout equal to .825%.

III. Rate Case Goals (1%)

     The goal has a total award value of 1%.  Each participant will develop a
     goal representing their respective area of responsibility in relation to
     successful South Dakota and Wyoming rate cases.  At year-end, the CEO
     will determine to what degree the goal has been achieved.  Awards for
     each participant can be made in 1/4% increments not to exceed 1%.

Note:  For each MVA, LTA, or public liability an individual employee has, the
equivalent of a 1% award will be deducted from their award as previously
calculated.  (An employee could lose the entire 3% potential award should
they incur three of the above mentioned incidents.) 

Stop Loss: The basic goal of gainsharing is to reduce costs.  Therefore,
employees who have a MVA, LTA, public liability, operations or property
damage loss in excess of $10,000 and are found to be at fault will be
ineligible for any Gainshare Award that year.  An incident that occurs in one
year but accumulates expenses in more than one year would affect an 
employee's Gainsharing Award in the year expenses reach $10,000.  The
Gainsharing Committee will address special situations and determine effect. 


                               GUIDELINES

The program will be comprised of a one year period starting January 1, 1995,
through December 31, 1995.  The gainshare program calculations and payout
checks, if awarded, will be issued in the first quarter of the following year.

An individual employee's gainsharing bonus, if any, will be paid on gross pay
as it appears on the employee's W-2.  This includes regular, paid time off,
and other forms of compensation.

An employee who transfers between one of the three gainshare programs as 
defined in the 1995 Gainsharing Program will have their gainshare bonus, if
awarded, based upon where the greatest amount of time worked occurred.  The
maximum gainsharing award an employee may receive is 3%.

Anyone terminated from employment with Black Hills Corporation before the
completion of the program will not be eligible for any gainsharing bonus.
Exceptions would be death, permanent disability or retirement.


                  Board of Directors Retain Discretion

This Plan is not at any time a contract of employment.  The Company reserves
the right to change this Plan whenever and in any manner it deems appro-
priate.  Irrespective of changes in the Plan, no rights are vested.  All 
awards are earned only when and if finally approved by the Board of Directors
notwithstanding anything contained in the Plan that may be construed to be to
the contrary.

The Board of Directors, in its sole and absolute discretion, may decline to
approve any award, though the participant may have achieved or exceeded 
threshold and target levels of performance.  Setting a threshold or target
of performance for any participant does not constitute a promise to pay an 
award even if the participant meets the threshold or target of performance.
In determining whether to make an award and the amount of the award,
the Board of Directors may consider criteria other than or in addition to the
threshold and target performance determined under this Plan.  Nothing in this
Plan is a promise by the Company or any of its subsidiaries to continue to 
employ any participant for any period of time.