Securities and Exchange Commission
                              Washington, DC 20549

                                    FORM 8-K

                                 Current Report

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported) - September 3, 1996

                         Minnesota Power & Light Company

                             A Minnesota Corporation
                           Commission File No. 1-3548
                   IRS Employer Identification No. 41-0418150
                             30 West Superior Street
                             Duluth, Minnesota 55802
                           Telephone - (218) 722-2641

Item 4.    Changes in Registrant's Certifying Accountant.

         On  September  3,  1996 the  Board of  Directors  of ADESA  Corporation
(ADESA), a wholly owned subsidiary of Minnesota Power & Light Company (Minnesota
Power),  resolved to (i) engage Price Waterhouse LLP as independent  accountants
for ADESA for the year ended  December 31, 1996 and (ii)  dismiss  Ernst & Young
LLP as such  independent  accountants.  ADESA is  Minnesota  Power's  automobile
auction business  segment,  which is  headquartered  in  Indianapolis,  Indiana.
Minnesota Power purchased the remaining 17 percent  minority  interest in August

         During the two fiscal years ended  December 31, 1995 and the subsequent
interim period through September 3, 1996 there were no disagreements  with Ernst
& Young LLP on any matters of  accounting  principles  or  practices,  financial
statement disclosures, or auditing scope or procedures which, if not resolved to
the  satisfaction  of Ernst & Young LLP would have  caused  Ernst & Young LLP to
make reference to the matter in their report.

         Ernst & Young LLP's  reports on ADESA's  financial  statements  for the
fiscal year ended  December 31, 1994 and six month  periods  ended June 30, 1995
and December 31, 1995 contained no adverse  opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty or audit scope.

         Minnesota  Power  requested  Ernst & Young LLP to  furnish  it a letter
addressed to the Commission stating whether it agrees with the above statements.
Ernst & Young LLP's  letter  dated  September  5, 1996 is filed as Exhibit 16 to
this Form 8-K.

Item 7.    Financial Statements and Exhibits

- -------

   16      Letter from Ernst & Young LLP dated September 5, 1996.



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                             Minnesota Power & Light Company

September 5, 1996                                    D. G. Gartzke
                                                     D. G. Gartzke
                                             Senior Vice President - Finance
                                                and Chief Financial Officer


                                                                   Exhibit 16

                     One Indiana Square                  Phone:   317 681 7000
                     Suite 3400                          Fax:     317 681 7216
                     Indianapolis, Indiana 46204-2094

September 5, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549


We have read Item 4 of form 8-K dated  September 5, 1996,  of Minnesota  Power &
Light Company and are in agreement with the  statements  contained in the second
and third  paragraph  on page 1 therein.  We have no basis to agree or  disagree
with other statements of the registrant contained therein.

                                            Very truly yours,

                                            Ernst & Young LLP

      Ernst & Young LLP is a member of Ernst & Young International, Ltd.