ALLETE has entered an agreement to be acquired by a partnership led by Canada Pension Plan Investment Board and Global Infrastructure Partners and start the process to become a private company. Learn more at www.ALLETEforward.com.

                                                     REGISTRATION NO. 333-02109

     ==========================================================================


                         SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

                                ----------------------
        
                                   Amendment No. 1

                                          to
         
                                       FORM S-3

                                REGISTRATION STATEMENT

                                        Under

                              The Securities Act of 1933

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

                           MINNESOTA POWER & LIGHT COMPANY

                (Exact name of registrant as specified in its charter)

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


                   MINNESOTA                             41-0418150
                                             
         (State or other jurisdiction        (IRS Employer Identification No.)
       of incorporation or organization)

                               30 WEST SUPERIOR STREET
                               DULUTH, MINNESOTA 55802
                                    (218) 722-2641


     (Address, including zip code, and telephone number, including area code, of
                      registrant's principal executive offices)

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

            DAVID G. GARTZKE                   PHILIP R. HALVERSON, Esq.
      Senior Vice President-Finance        Vice President, General Counsel
       and Chief Financial Officer              and Corporate Secretary
         30 West Superior Street                30 West Superior Street
         Duluth, Minnesota 55802                Duluth, Minnesota 55802
             (218) 722-2641                        (218) 722-2641

             JAMES K. VIZANKO                 ROBERT J. REGER, JR., Esq.
           Corporate Treasurer                    Reid & Priest LLP
         30 West Superior Street                 40 West 57th Street
         Duluth, Minnesota 55802              New York, New York 10019
             (218) 722-2641                        (212) 603-2000


      (Names, addresses, including zip codes, and telephone numbers, including 
                       area codes, of agents for service)

        
         

     =========================================================================

     

        
     SUBJECT TO COMPLETION
     DATED JUNE 19, 1996
         
                                      PROSPECTUS

                           MINNESOTA POWER & LIGHT COMPANY

                    DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
        
                           5,286,152 Shares of Common Stock
         
                                 (Without Par Value)
        
          This Prospectus relates to an aggregate of 5,286,152 shares of the
     common stock (Common Stock) of Minnesota Power & Light Company (Company)
     available for purchase under the Company's Dividend Reinvestment and Stock
     Purchase Plan, as amended and restated effective July 2, 1996 (Plan).
         

          The Plan provides investors (Participants) with a convenient method of
     acquiring shares of the Company's Common Stock through (i) the reinvestment
     in Company Common Stock of all or a portion of the cash dividends payable
     on a Participant's holdings of Common Stock and Preferred Stock of the
     Company and/or (ii) the investment of optional cash payments pursuant to
     the terms of the Plan.  The Plan also provides a means for Participants to
     deposit into the Plan for safekeeping, free of any service charges, share
     certificates representing shares of Company Common Stock, whether or not
     the depositor participates in any of the other features of the Plan.

          Participation in the Plan is open to:
        
            .  Shareholders of the Company's Common Stock and/or
               Preferred Stock enrolled in the Company's
               Automatic Dividend Reinvestment and Stock Purchase
               Plan, as in effect prior to its current amendment
               and restatement (Original Plan);
            .  Shareholders of record of the Company's Common
               Stock and/or Preferred Stock not enrolled in the
               Original Plan;
         
            .  Beneficial owners of Common Stock and/or Preferred
               Stock whose shares are registered in names other
               than their own, provided that some or all of such
               shares are transferred to their own names or held
               in the name of a third-party nominee (e.g., a
               brokerage firm or bank) and such nominee is a
               Participant in the Plan; and 
            .  Other interested investors, including Customers
               (as defined herein), who are not shareholders but
               who reside in states in which the Company has
               satisfied the requirements of the state securities
               laws applicable to the operation of the Plan.

        
          Shareholders participating in the Original Plan will continue to be
     enrolled in the Plan without taking any further action to continue the
     reinvestment of their Common Stock and/or Preferred Stock dividends. 
     Shareholders who do not choose to participate in the Plan will continue to
     receive cash dividends, as declared, in the usual manner.
         

          Common Stock acquired by Participants pursuant to the Plan will
     consist of (i) shares purchased from Participants selling their shares
     through the Plan and, at the option of the Company, either (ii) original
     issue shares purchased from the Company or (iii) issued and outstanding
     shares purchased on the open market by an agent independent of the Company
     (Independent Agent).  The price per share of Common Stock purchased from
     Participants selling shares through the Plan will be the market closing
     price of the Common Stock on the business day immediately preceding the
     sale date.  In the case of original issue shares, the price per share will
     be the average of the reported closing prices on the composite tape on the
     last three business days preceding the applicable Investment Date (as
     defined herein).  Shares purchased on the open market will have a price per
     share equal to the weighted average price (excluding any related brokerage
     fees, commissions or other service charges) at which such shares are
     purchased by the Independent Agent with cash payments received and
     dividends reinvested during the applicable Investment Period (as defined
     herein).  Since shares purchased by Participants generally will come from
     more than one source (i.e., shares purchased from selling Participants
     combined with original issue shares purchased from the Company or with
     shares purchased on the open market), the price per share to the purchasing
     Participants will be a weighted average of the prices for all shares
     acquired for the Plan with cash payments received and dividends reinvested
     during the applicable Investment Period.  No brokerage fees, commissions or
     other charges will be incurred by a Participant for purchases made under
     the Plan.  However, any such charges paid by the Company will be reported
     to the Internal Revenue Service by the Company as income to the
     Participant.

          It is suggested that this Prospectus be retained for future reference.

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

       THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
        AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
        SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
                REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

                  The date of this Prospectus is             , 1996.

     Information contained herein is subject to completion or amendment.  A
     registration statement relating to these securities has been filed with the
     Securities and Exchange Commission.  These securities may not be sold nor
     may offers to buy be accepted prior to the time the registration statement
     becomes effective.  This prospectus shall not constitute an offer to sell
     or the solicitation of an offer to buy nor shall there be any sale of these
     securities in any jurisdiction in which such offer, solicitation or sale
     would be unlawful prior to registration or qualification under the
     securities laws of any such jurisdiction.

     


                                AVAILABLE INFORMATION

          The Company is subject to the informational requirements of the
     Securities Exchange Act of 1934, as amended (1934 Act) and, in accordance
     therewith, files reports, proxy statements and other information with the
     Securities and Exchange Commission (Commission). Such reports, proxy
     statements and other information filed by the Company may be inspected and
     copied at the public reference facilities maintained by the Commission at
     450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
     following Regional Offices of the Commission:  New York Regional Office, 7
     World Trade Center, 13th Floor, New York, New York 10048; and Chicago
     Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
     Chicago, Illinois 60661. Copies of such material may also be obtained at
     prescribed rates from the Public Reference Section of the Commission at 450
     Fifth Street, N.W., Washington, D.C. 20549. The Company's Common Stock is
     listed on the New York Stock Exchange. Reports and other information
     concerning the Company may be inspected and copied at the office of such
     Exchange at 20 Broad Street, New York, New York. In addition, certain of
     the Company's Preferred Stocks are listed on the American Stock Exchange.
     Reports and other information concerning the Company may be inspected and
     copied at the office of such Exchange at 86 Trinity Place, New York, New
     York.

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


                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        
          The following documents, filed by the Company with the Commission
     pursuant to the 1934 Act, are hereby incorporated by reference:

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

          (2)  The Company's Quarterly Report on Form 10-Q for the
               quarter ended March 31, 1996.

          (3)  The Company's Current Reports on Form 8-K dated April
               9, 1996 and June 18, 1996.
         

        
          Each document filed subsequent to the date of this Prospectus pursuant
     to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
     termination of the offering made by this Prospectus shall be deemed to be
     incorporated by reference in this Prospectus and shall be a part hereof
     from the date of filing of such document; provided, however, that the
     documents enumerated above or subsequently filed by the Company pursuant to
     Section 13 of the 1934 Act prior to the filing with the Commission of the
     Company's most recent Annual Report on Form 10-K shall not be incorporated
     by reference in this Prospectus or be a part hereof from and after the
     filing of such most recent Annual Report on Form 10-K.
         

          Any statement contained in a document incorporated or deemed to be
     incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Prospectus to the extent that a statement
     contained herein or in any other subsequently filed document which is
     deemed to be incorporated by reference herein modifies or supersedes such
     statement. Any such statement so modified or superseded shall not be
     deemed, except as so modified or superseded, to constitute a part of this
     Prospectus.

          The Company will provide without charge to each person, including any
     beneficial owner, to whom a copy of this Prospectus is delivered, upon the
     written or oral request of any such person, a copy of any document referred
     to above which has been or may be incorporated in this Prospectus by
     reference, other than exhibits to such documents (unless such exhibits are
     specifically incorporated by reference into such documents). Requests for
     such copies should be directed to:  Shareholder Services, Minnesota Power,
     30 West Superior Street, Duluth, Minnesota 55802, telephone number (218)
     723-3974 or (800) 535-3056.


                                  TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

     AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .   2

     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . .   2

     THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
        
     USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

     THE PLAN  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
        Purpose of the Plan  . . . . . . . . . . . . . . . . . . . . . . . .   6
        Participants in the Plan . . . . . . . . . . . . . . . . . . . . . .   6
        Plan Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .   7
        Plan Administration  . . . . . . . . . . . . . . . . . . . . . . . .   8
        Source and Price of Purchased Shares . . . . . . . . . . . . . . . .   9
        Plan Enrollment  . . . . . . . . . . . . . . . . . . . . . . . . . .   9
        Investment of Dividends on Shares  . . . . . . . . . . . . . . . . .  10
        Cash Payments to Purchase Shares . . . . . . . . . . . . . . . . . .  10
        Timing of Share Purchases  . . . . . . . . . . . . . . . . . . . . .  10
        Number of Common Shares Purchased for Participants . . . . . . . . .  11
        Costs Under the Plan . . . . . . . . . . . . . . . . . . . . . . . .  11
        Certificates for Shares; Deposits and Withdrawals  . . . . . . . . .  11
        Change in Manner of Participation  . . . . . . . . . . . . . . . . .  12
        Transfer or Assignment of Common Stock held in a Plan Account  . . .  12
        Shares Pledged . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
        Shareholder Voting . . . . . . . . . . . . . . . . . . . . . . . . .  12
        Sale of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
        Withdrawal from Plan Participation . . . . . . . . . . . . . . . . .  13
        Sale or Transfer if a Participant Dies . . . . . . . . . . . . . . .  14
        Safekeeping  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
        Statements of Account; Shareholder Communications  . . . . . . . . .  14
        Responsibility of the Company and its Agents Under the Plan  . . . .  14
        Participant Responsibilities Under the Plan  . . . . . . . . . . . .  15
        Rights Offering and Stock Split  . . . . . . . . . . . . . . . . . .  15
        Modification or Termination of Plan; Termination of Participants . .  15
        Participants' Income Tax Withholding . . . . . . . . . . . . . . . .  15

     FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . .  16

     DESCRIPTION OF COMMON STOCK   . . . . . . . . . . . . . . . . . . . . .  17

     EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         
     LEGAL OPINIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

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


        NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
     REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED
     IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
     REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
     COMPANY.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
     HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
     HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
     THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
     TO ITS DATE.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
     SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
     SECURITIES TO WHICH IT RELATES.  THIS PROSPECTUS DOES NOT CONSTITUTE AN
     OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
     CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.


                                     THE COMPANY

        
        The Company is an operating public utility incorporated under the laws
     of the State of Minnesota since 1906. Its principal executive office is at
     30 West Superior Street, Duluth, Minnesota 55802, and its telephone number
     is (218) 722-2641.  The Company has operations in four business segments:
     (1) electric operations, which include electric and gas services, and coal
     mining; (2) water operations, which include water and wastewater services;
     (3) automobile auctions, which also include a finance company and an auto
     transport company; and (4) investments, which include real estate
     operations, a 21 percent equity investment in a financial guaranty
     reinsurance company, and a securities portfolio.  As of March 31, 1996 the
     Company and its subsidiaries had approximately 5,600 employees.
         

        
                                                                  (UNAUDITED)
                                                                  THREE MONTHS
                                                                     ENDED
                                       YEAR ENDED DECEMBER 31,     MARCH 31,
      Summary of Earnings Per          ----------------------     ------------
      Share(1)                          1993     1994     1995    1995    1996
      -----------------------           ----     ----     ----    ----    ----
      
      CONSOLIDATED EARNINGS PER
      SHARE
        Continuing Operations          $2.27   $1.99   $2.06    $ .81    $ .61
        Discontinued Operations(2)      (.07)    .07     .10      .06      -- 
                                       -----   -----   -----    -----    -----
           Total                       $2.20   $2.06   $2.16    $ .87    $ .61
                                       =====   =====   =====    =====    =====
      PERCENTAGE OF EARNINGS BY
      BUSINESS SEGMENT
        Continuing Operations
         Electric Operations           65%     65%     63%      40%      67%
         Water Operations               2      23      (2)       0        5
         Automobile Auctions           --      --       0       --        5
         Investments                   55      38      62       86       46
         Corporate Charges and   
           Other(3)                   (19)    (29)    (28)     (33)     (23)
        Discontinued Operations(2)     (3)      3       5        7       --
                                      ----    ----    ----     ----     ----
                                      100%    100%    100%     100%     100%
                                      ====    ====    ====     ====     ====

     ________________________
     (1) Financial statement information may not be comparable between periods
         due to the purchase of ADESA Corporation on July 1, 1995.

     (2) On June 30, 1995 the Company sold its interest in its paper and pulp
         business to Consolidated Papers, Inc. (CPI) for $118 million in cash,
         plus CPI's assumption of certain debt and lease obligations.  The
         Company is still committed to a maximum guarantee of $95 million to
         ensure a portion of a $33.4 million annual lease obligation for paper
         mill equipment under an operating lease extending to 2012.  CPI has
         agreed to indemnify the Company for any payments the Company may make
         as a result of the Company's obligation relating to this operating
         lease.

     (3) Includes the financial results for the Reach All Partnership and
         general corporate expenses not allocable to a specific business
         segment.
         

     ELECTRIC OPERATIONS

        
         Electric operations generate, transmit, distribute and sell
     electricity.  The Company provides electricity to 121,000 customers in
     northern Minnesota, while the Company's wholly owned subsidiary, Superior
     Water, Light and Power Company, sells electricity to 14,000 customers and
     natural gas to 11,000 customers, and provides water to 10,000 customers in
     northwestern Wisconsin.  Another wholly owned subsidiary, BNI Coal, Ltd. 
     (BNI Coal) owns and operates a lignite mine in North Dakota.  Two electric
     generating cooperatives, Minnkota Power Cooperative, Inc. and Square Butte
     Electric Cooperative (Square Butte), presently consume virtually all of BNI
     Coal's production of lignite coal under coal supply agreements extending to
     2027.  Under an agreement with Square Butte, the Company purchases 71
     percent of the output from the Square Butte unit which is capable of
     generating up to 470 megawatts.
         

        In 1995 large industrial customers contributed about half of the
     Company's electric operating revenue.  The Company has large power
     contracts to sell power to eleven industrial customers (five taconite
     producers, five paper companies and a pipeline company) each requiring 10
     megawatts or more of power.  These contracts, which have termination dates
     ranging from April 1997 to December 2005, require the payment of minimum
     monthly demand charges that cover most of the fixed costs, including a
     return on common equity, associated with having the capacity available to
     serve these customers.

     WATER OPERATIONS

        
        Water operations include Southern States Utilities, Inc. (SSU) and
     Heater Utilities, Inc. (Heater), both wholly owned subsidiaries of the
     Company.  SSU is the largest private water supplier in Florida.  At March
     31, 1996 SSU provided water to 117,000 customers and wastewater treatment
     services to 53,000 customers in Florida.  At March 31, 1996 Heater provided
     water to 26,000 customers and wastewater treatment services to 3,000
     customers in North Carolina and South Carolina.  These water operations
     have been upgrading existing facilities and building new facilities.
         

     AUTOMOBILE AUCTIONS

        
        The Company has an 83 percent ownership interest in ADESA Corporation
     (ADESA), the third largest automobile auction business in the United
     States.  ADESA, headquartered in Indianapolis, Indiana, owns and operates
     20 automobile auctions in the United States and Canada through which used
     cars and other vehicles are sold to franchised automobile dealers and
     licensed used car dealers.  Two wholly owned subsidiaries of ADESA,
     Automotive Finance Company and ADESA Auto Transport, perform related
     services.  Sellers at ADESA's auctions include domestic and foreign auto
     manufacturers, car dealers, fleet/lease companies, banks and finance
     companies.
         

        
        The Company acquired 80 percent of ADESA on July 1, 1995 for $167
     million in cash.  Proceeds from the Company's sale of the paper and pulp
     business combined with proceeds from the sale of securities investments
     were used to fund this acquisition.  Acquired goodwill and other intangible
     assets associated with this acquisition are being amortized on a straight
     line basis over periods not exceeding 40 years.  In January 1996 the
     Company provided an additional $15 million of capital in exchange for
     1,982,346 original issue common stock shares of ADESA.  This capital
     contribution increased the Company's ownership interest in ADESA to 83
     percent.  Put and call agreements with ADESA's four top executives provide
     ADESA management the right to sell to the Company, and the Company the
     right to purchase, ADESA management's 17 percent retained ownership
     interest in ADESA, in increments during the years 1997, 1998 and 1999, at a
     price based on ADESA's financial performance.
         

     INVESTMENTS

        The Company owns 80 percent of Lehigh Acquisition Corporation, a real
     estate company which owns various real estate properties and operations in
     Florida.

        
        The Company has a 21 percent equity investment in Capital Re
     Corporation (Capital Re).  Capital Re is a Delaware holding company engaged
     primarily in financial and mortgage guaranty reinsurance through its wholly
     owned subsidiaries, Capital Reinsurance Company and Capital Mortgage
     Reinsurance Company.  Capital Reinsurance Company is a reinsurer of
     financial guarantees of municipal and non-municipal debt obligations. 
     Capital Mortgage Reinsurance Company is a reinsurer of residential mortgage
     guaranty insurance.  The Company's equity investment in Capital Re at March
     31, 1996 was $94 million.
         

        
        As of March 31, 1996 the Company had approximately $107 million
     invested in a securities portfolio.  The majority of the securities are
     investment grade stocks of other utility companies and are considered by
     the Company to be conservative investments.  Additionally, the Company
     sells common stock securities short and enters into short sales of treasury
     futures contracts as part of an overall investment portfolio hedge
     strategy.
         


                                   USE OF PROCEEDS

        Unless shares of Common Stock are purchased directly from the Company,
     the Company will receive no proceeds from the offering of Common Stock
     through the Plan.  To the extent that shares are purchased directly from
     the Company, the net proceeds are expected to be used for general corporate
     purposes.  The Company has no basis for estimating either the number of
     shares of Common Stock that may be sold under the Plan, the prices at which
     such shares will be sold or the number of shares that will be purchased
     directly from the Company.


                                       THE PLAN

        
        The Company's Dividend Reinvestment and Stock Purchase Plan, as amended
     and restated effective July 2, 1996 (Plan), is set forth below.  The
     definitions of certain capitalized terms are provided under the heading
     "Plan Definitions".
         

     PURPOSE OF THE PLAN

        The purpose of the Plan is to provide Participants with a convenient
     method of acquiring shares of the Company's Common Stock through (i) the
     reinvestment in Company Common Stock of all or a portion of the cash
     dividends payable on the Participant's holdings of Company Common Stock and
     Preferred Stock, and/or (ii) the making of Optional Cash Payments.  The
     Plan also provides a means for Participants to deposit share certificates
     representing shares of Company Common Stock into the Plan for Safekeeping,
     free of any service charges, whether or not the depositor participates in
     any of the other features of the Plan.

     PARTICIPANTS IN THE PLAN

        The Plan is available to the following persons: 

        
        1)  SHAREHOLDERS OF THE COMPANY'S COMMON STOCK AND/OR PREFERRED STOCK
            ENROLLED IN THE COMPANY'S AUTOMATIC DIVIDEND REINVESTMENT AND STOCK
            PURCHASE PLAN, AS IN EFFECT PRIOR TO ITS CURRENT AMENDMENT AND
            RESTATEMENT.  Such shareholders will continue to be enrolled in the
            Plan without taking any further action to continue the reinvestment
            of their Common Stock and Preferred Stock dividends.
         

        2)  SHAREHOLDERS OF THE COMPANY'S COMMON STOCK AND/OR PREFERRED STOCK
            WITH SHARES REGISTERED IN THEIR OWN NAMES AND WHO ARE NOT ALREADY
            ENROLLED IN PLAN AS IN EFFECT PRIOR TO ITS CURRENT AMENDMENT AND
            RESTATEMENT.  Such shareholders may commence participation by
            returning a properly executed Shareholder Authorization Form to the
            Plan Administrator.

        
        3)  BENEFICIAL OWNERS OF SHARES OF THE COMPANY'S COMMON STOCK AND/OR
            PREFERRED STOCK WHOSE SHARES ARE REGISTERED IN NAMES OTHER THAN
            THEIR OWN.  In order to be eligible to participate in the Plan, such
            beneficial owners must become shareholders of record by having some
            or all of such shares transferred to their names.  Alternatively, to
            the extent that a beneficial owner's shares are held in street name
            by their broker or other similar third-party nominee or agent, such
            beneficial owner may participate in the dividend reinvestment
            portion of the Plan by certificating their shares and enrolling in
            the Plan or by registering their shares with a broker who
            participates in the Depository Trust Company (DTC) dividend
            reinvestment program.  The Company and DTC have made arrangements to
            allow investors whose shares are registered by their broker with DTC
            to participate in the Plan.  DTC has joined the Plan and completed a
            Letter of Agreement on behalf of brokers who both register shares
            with DTC and participate in DTC's dividend reinvestment program. 
            Beneficial owners participating in the Plan through their broker
            must contact their broker to change their method of participation in
            the Plan or to terminate participation in the Plan.  Reinvestment of
            dividends through broker participation is limited to the purchase of
            whole shares.  Optional Cash Payments may not be made to the extent
            participation in the Plan is through a broker.
         

        4)  OTHER INTERESTED INVESTORS, INCLUDING CUSTOMERS, WHO ARE NOT ALREADY
            SHAREHOLDERS OF THE COMPANY'S COMMON STOCK AND/OR PREFERRED STOCK. 
            Such investors may participate in the Plan by making a minimum
            Initial Cash Investment to purchase Common Stock through the Plan
            and returning a properly executed Initial Investment Form to the
            Plan Administrator.  Except with respect to Customers (as defined
            herein), such minimum investment is $250.  Customers are permitted
            to make a minimum investment of $10.  In certain jurisdictions,
            applicable laws require that shares of Common Stock offered under
            the Plan to persons, including Customers, not presently record
            holders of Common Stock be offered only through a registered broker-
            dealer.  No offers or sales will be effected in those jurisdictions
            unless the Company has satisfied the requirements of the state
            securities laws applicable to the operation of the Plan.

     PLAN DEFINITIONS

     Account:                   The Plan Administrator's record of a
                                Participant's Plan activity.

     Administrator:             Minnesota Power Shareholder Services.

     Company:                   Minnesota Power & Light Company.

     Customer:                  Any person who is (i) a customer of the Company,
                                Superior Water, Light and Power Company, Heater
                                Utilities Incorporated or Southern States
                                Utilities, Inc. or (ii) a lessee of real
                                property owned by the Company or (iii) a member
                                of another category of persons with an ongoing
                                business relationship with the Company as such
                                category may be approved for Customer status
                                under the Plan by the Company's Board of
                                Directors from time to time.

     Custodian:                 Minnesota Power Shareholder Services.

     Dividend Payment Date:     The date on which dividends are payable, as
                                determined by the Company's Board of Directors.
                                These dates are normally the first day of March,
                                June, September and December for the Company's
                                Common Stock and the first day of January,
                                April, July and October for the Company's
                                Preferred Stock.

     Dividend Record Date:      The date on which shareholders, including Plan
                                Participants, must be shareholders in order to
                                receive dividends on their shares.  Generally,
                                the Dividend Record Date is the 15th of the
                                month preceding the Dividend Payment Date.  If
                                the 15th falls on Saturday, then the Dividend
                                Record Date is the 14th; if the 15th falls on
                                Sunday, then the Dividend Record Date is the
                                16th.

     Ex-Dividend Date:          A date prior to the Dividend Record Date, based
                                on industry regulations, necessary to allow for
                                the settlement of securities traded through a
                                broker by the Dividend Record Date.  Stock
                                purchased from a broker after the Ex-Dividend
                                Date is not entitled to the  succeeding
                                dividend.

        
     Independent Agent:         A registered broker-dealer or bank selected by
                                the Plan Administrator to purchase and/or sell
                                shares of Company Common Stock on the open
                                market for Plan Participants.
         

     Initial Cash Investment:   A payment made to the Company to purchase shares
                                of Common Stock to open a Plan Account.  The
                                minimum Initial Cash Investment is $250 for
                                interested investors who are not shareholders
                                (except for those interested investors who are
                                Customers, in which case the minimum is $10).

     Initial Investment Form:   A form available from the Plan Administrator
                                which allows new investors to enroll in the Plan
                                and designate the method of receiving dividends
                                on their shares.

     Investment Date:           The date on which the weighted average purchase
                                price for all shares of Common Stock purchased
                                with respect to a particular Investment Period
                                is determined.  In the event that original issue
                                shares are purchased under the Plan, the
                                Investment Date will be the first day of the
                                month following the end of the Investment
                                Period.  If open market purchases are made, the
                                Investment Date will be the later of (i) the
                                first day of the month following the end of the
                                Investment Period or (ii) the day following the
                                end of the Investment Period on which all
                                purchases on the open market are completed by
                                the Independent Agent.  Purchased shares are
                                credited to a Participant's Account on the
                                Investment Date.

        
     Investment Period:         The period during which cash payments are
                                accepted from Participants for investment in
                                Common Stock to be credited to Plan Accounts on
                                the Investment Date.  The Investment Period
                                begins on the first business day following the
                                last day of the prior Investment Period (which
                                last day is the fifth business day before the
                                end of the prior month) and ends on the last day
                                of the current Investment Period (which last day
                                is the fifth business day before the end of the
                                current month).
         

     Optional Cash Payments:    Cash payments sent at any time to the Plan
                                Administrator by a Participant to purchase
                                additional shares of Common Stock under the
                                Plan.

     Safekeeping:               The depositing of Common Stock share
                                certificates with the Plan Administrator for the
                                benefit of a Plan Participant.

     Shareholder Authorization  A form available from  the  Plan Administrator 
       Form:                    which allows a current shareholder to become a
                                Participant, to direct investment and
                                reinvestment of dividends on shares held in the
                                Plan, and to express other directions with
                                respect to the Participant's Account and
                                participation in the Plan.

     Statement of Account:      Written reports and summaries of a Participant's
                                Plan activity mailed by the Plan Administrator
                                to the Participant.

     PLAN ADMINISTRATION

          The Company is the Plan Administrator through its Shareholder Services
     department.  The Plan Administrator administers the Plan for Participants,
     keeps records, sends Statements of Account to Participants and performs
     other duties relating to the Plan.

        
          Should the Plan purchase or sell shares on the open market, the 
     Company will appoint the Independent Agent to act as the independent agent
     of Participants.  The Company, as Custodian under the Plan, holds shares
     acquired under the Plan and shares deposited into the Plan for Safekeeping.
     The Company may resign as Plan Administrator or as Custodian at any time
     upon the appointment of a successor.  The Company believes that its
     position as Plan Administrator, as compared with that of a registered
     broker-dealer or federally insured banking institution, poses no material
     risk to Participants for the following reasons:  (i) the Company has
     substantial experience in administering its dividend reinvestment program
     over the years, having successfully served as administrator of the program
     since 1980, (ii) the Plan Administrator's duties are limited to clerical
     and administrative functions such as recordkeeping, processing of
     Shareholder Authorization Forms, Initial Investment Forms and Optional Cash
     Payment Forms, and preparing and distributing the periodic Statements of
     Account and (iii) a separate escrow account has been established with a
     bank to hold cash payments received from Participants pending investment
     under the Plan.
         

          All communications concerning the Plan should be directed by mail or
     telephone to the Plan Administrator as follows:

                                 Shareholder Services
                                   Minnesota Power
                               30 West Superior Street
                               Duluth, Minnesota  55802
                     Telephone:  (218) 723-3974 or (800) 535-3056
                                 Fax:  (218) 720-2502

     SOURCE AND PRICE OF PURCHASED SHARES

          Common Stock acquired by Participants pursuant to the Plan will
     consist of (i) shares sold through the Plan by Participants and, at the
     Company's option, either (ii) authorized but unissued shares of Common
     Stock purchased from the Company or (iii) issued and outstanding shares
     purchased by the Independent Agent in the open market.  The Company has
     sole discretion as to the method by which Common Stock is purchased under
     the Plan for Participants.

        
          The price per share for shares purchased from Participants selling
     shares through the Plan will be the market closing price of the Company's
     Common Stock on the business day immediately preceding the sale date.  In
     the case of original issue shares purchased from the Company, the price per
     share will be the average of the reported closing prices on the composite
     tape on the last three business days prior to the applicable Investment
     Date.  Shares purchased on the open market will have a price per share
     equal to the weighted average price (excluding any related brokerage fees,
     commissions or other service charges) at which such shares are purchased by
     the Independent Agent with cash payments received and dividends reinvested
     during the applicable Investment Period.  Since shares purchased by
     Participants may come from more than one source (i.e., shares purchased
     from selling Participants combined with original issue shares purchased
     from the Company or with shares purchased on the open market), the price
     per share to the purchasing Participants will be a weighted average of the
     prices paid for all shares acquired for the Plan with cash payments
     received and dividends reinvested during the applicable Investment Period.
         

          Subject to any limitations imposed by Federal or state securities
     laws, the Independent Agent will have full discretion as to all matters
     relating to open market purchases, including the  determination of the
     number of shares, if any, to be purchased on any day or at any time of day,
     the price paid for such shares, the markets on which such shares are to be
     purchased and the persons (including other brokers and dealers) from or
     through whom such purchases are made.  Neither the Company or any of its
     affiliates, nor any Participant, may exercise any control or influence over
     the timing, price, amount or manner of purchases of the Common Stock
     purchased by the Independent Agent.  

        
          The Company cannot change more than once every three months its
     determination that shares will be purchased on the open market or directly
     from the Company.  Such change will be documented by the Company in the
     form of a resolution from the Board of Directors or by order of the
     Company's Chief Financial Officer.  No purchases under the Plan will be
     made merely for the purpose of creating trading activity in order to raise
     the price of the Company's Common Stock.
         

     PLAN ENROLLMENT

        
          Shareholders who own Common Stock and/or Preferred Stock and are not
     already enrolled in the Plan and shareholders who have shares registered in
     more than one name will receive a Shareholder Authorization Form for each
     registration.  If this occurs, the shareholder has the choice of signing
     and returning any or all of the Shareholder Authorization Forms, but must
     return all Shareholder Authorization Forms in order to have dividends on
     all shares reinvested.  All shareholders must sign the Shareholder
     Authorization Form in the name in which their shares are registered.
         

          Customers not already owning Company Common Stock or Preferred Stock
     may enroll in the Plan by making an Initial Cash Investment of at least
     $10.  Other interested investors who are not Company stockholders may
     become Participants by making an Initial Cash Investment of at least $250. 
     Customers and other interested investors wishing to purchase shares through
     the Plan should contact the Plan Administrator for an Initial Investment
     Form.

     INVESTMENT OF DIVIDENDS ON SHARES

          A Participant may choose to have cash dividends on all or a portion of
     such Participant's shares of Common Stock (including shares held in the
     Participant's Account) and/or Preferred Stock paid directly to the
     Participant or, alternatively, may have the Participant's Account credited
     with full and fractional shares of Common Stock purchased with cash
     dividends on all or a portion of such shares.  Reinvested dividends will be
     credited to Participants' Accounts as of the Dividend Payment Date.  See
     "Timing of Share Purchases" below.  A Participant may change the method of
     receiving dividends upon written notification to the Plan Administrator at
     any time without withdrawing from the Plan.  No interest will be paid on
     any cash dividends held by the Company pending investment in the Plan.

     CASH PAYMENTS TO PURCHASE SHARES

        
          After enrollment in the Plan and the purchase of shares through the
     Initial Cash Investment, Participants may purchase additional shares under
     the Plan through Optional Cash Payments delivered to the Plan
     Administrator.  A Participant may cease making Optional Cash Payments at
     any time without withdrawing from the Plan.  A Participant may choose to
     make an Optional Cash Payment by returning an Optional Cash Payment Form
     and enclosing a check or money order payable to Minnesota Power.  Payments
     may vary in amount, but may not be less than $10 per payment nor more than
     $100,000 per calendar year.  Optional Cash Payment Forms are included with
     each Statement of Account or will be sent to Participants by the Plan
     Administrator upon request.  Initial Cash Investments and Optional Cash
     Payments received by the Company are transmitted promptly to a segregated
     escrow account upon receipt.  Any interest earned on the account will be
     used to defray costs of administering the Plan.  No interest will be paid
     on any Initial Cash Investments and Optional Cash Payments held pending
     investment in the Plan.  See "Timing of Share Purchases" below.  Initial
     Cash Investments and Optional Cash Payments will not be returned to
     Participants unless a written request is received by the Plan Administrator
     no later than the last day of the Investment Period within which such
     Initial Cash Investments and Optional Cash Payments are received.
         

        
          Optional Cash Payments received from foreign shareholders must be in
     United States dollars and will be invested in accordance with the Plan
     procedures.
         

     TIMING OF SHARE PURCHASES

        
          Initial Cash Investments and Optional Cash Payments received during an
     Investment Period will be used to purchase shares of Common Stock to be
     credited to the Participant's Account as of the Investment Date following
     the end of such Investment Period.  If an Initial Cash Investment or
     Optional Cash Payment is received by the Company during the last four
     business days of the month, the shares to be purchased will be purchased
     and credited to the Participant's Account as of the second following
     Investment Date.  Notwithstanding anything herein to the contrary, Initial
     Cash Investments and Optional Cash Payments will be used to purchase Common
     Stock under the Plan within 35 days following receipt.
         

          If any Shareholder Authorization Form directing reinvestment of
     dividends is received by the Plan Administrator on or prior to a Dividend
     Record Date, that dividend is reinvested in shares of Common Stock in
     accordance with the Participant's instructions and such shares are credited
     to the Participant's Account.  If the Shareholder Authorization Form is
     received by the Plan Administrator after such Dividend Record Date, that
     dividend is paid in cash and reinvestment begins with the next dividend. 
     The Dividend Record Dates for the payment of dividends on the Company's
     Common Stock and Preferred Stock are customarily fifteen days prior to the
     Dividend Payment Dates.  Common Stock Dividend Payment Dates usually are
     the first day of March, June, September and December.  The Dividend Payment
     Dates for the Preferred Stock usually are the first day of January, April,
     July and October.

          For example, in the case of a Common Stock dividend paid by the
     Company on March 1, for which the record date was February 15, if the
     Shareholder Authorization Form directing reinvestment is received by the
     Plan Administrator on or prior to February 15, the March 1 dividend will be
     reinvested in shares of Common Stock which will be credited to the
     Participant's Account as of the Investment Date following such record date.
     However, if the Shareholder Authorization Form is received by the Plan
     Administrator after February 15, the March 1 dividend will be paid in cash
     and reinvestment will not begin until the next dividend.  Optional Cash
     Payments received after February 15 and no later than five business days
     before the end of February also will be invested in shares of Common Stock
     which will be credited to the Participant s Account as of the Investment
     Date following the Investment Period in which such payments are received,
     although the March 1 dividend will not be paid on these newly acquired
     shares because they were not held on the Dividend Record Date.  Optional
     Cash Payments received by the Plan Administrator during the last four
     business days of February will be held and invested with all other Optional
     Cash Payments received during the period commencing the day after the fifth
     business day prior to the end of February and ending on the fifth business
     day prior to the end of March and will be credited to the Participant's
     Account as of the Investment Date immediately following the last day of
     March.

        
          Notwithstanding anything herein to the contrary, dividends to be used
     to purchase Common Stock under the Plan will be so used within 30 days
     following the related Dividend Payment Date.
         

     NUMBER OF COMMON SHARES PURCHASED FOR PARTICIPANTS

        
          Shares of Common Stock purchased under the Plan by a Participant and
     shares of Common Stock represented by certificates deposited by a
     Participant for Safekeeping in the Plan will be credited to that
     Participant's Account under the Plan.  The number of shares purchased for
     each Participant with respect to any Investment Period depends upon (a) the
     amount of the Participant s dividends to be reinvested and Optional Cash
     Payments to be invested, and (b) the price of the shares of Common Stock
     purchased.  Each Participant's Account is credited with that number of
     shares, including any fractional share computed to three decimal places,
     equal to the total amount of dividends reinvested or Optional Cash Payments
     invested on such Participant's behalf divided by the applicable price per
     share.  Other than the $100,000 maximum cash investment per calendar year,
     the Plan does not limit the number of shares of Common Stock which any
     Participant may purchase.  THE MANNER IN WHICH THE PLAN OPERATES DOES NOT
     PERMIT THE PLAN ADMINISTRATOR TO HONOR A REQUEST THAT A SPECIFIC NUMBER OF
     SHARES BE PURCHASED.
         

     COSTS UNDER THE PLAN

          No brokerage fees, commissions or other charges will be incurred by
     Participants for shares purchased for their Plan Accounts.  However, any
     such charges paid by the Company will be reported to the Internal Revenue
     Service (IRS) by the Company as income to the Participant. Because of the
     volume of shares purchased through the Plan, commissions that the Company
     pays on behalf of Participants should be less than those which Participants
     would otherwise pay should they purchase, individually, the same number
     shares on the open market.  

          If a Participant requests the Plan Administrator to sell shares of
     Common Stock through the Plan (other than a request for the sale of less
     than one share), the Participant will pay a nominal administrative fee and
     applicable taxes.  There are no other service charges for participating in
     the Plan.  All costs of administration of the Plan are paid by the Company.
     However, the Company reserves the right at any time to charge an
     administrative fee for costs that are reasonably related to actual
     administrative costs incurred by the Company as Plan Administrator.  These
     costs include printing and mailing costs for prospectuses, brochures and
     forms, administrative handling fees for paperwork pursuant to Participant
     instructions, and other similar costs.  Should the Company determine to
     charge such fees, Participants will be notified ninety days prior to their
     effective date.

     CERTIFICATES FOR SHARES; DEPOSITS AND WITHDRAWALS

        
          Participants can request stock certificates for any number of full
     shares credited to their Plan Accounts, and may make such requests without
     withdrawing from the Plan.  There is no charge for this service.  A written
     request must be made to the Plan Administrator by (i) completing the change
     in participation form on the reverse side of the Optional Cash Payment
     Form, or (ii) by submitting a letter of instruction indicating the Account
     number and registration.  The request should indicate the number of shares
     to be certificated and must be signed by ALL Account owners. A separate
     request must be made each time a certificate is requested.  Requests are
     processed as soon as practicable after receipt.  Generally, the
     certificates are issued within five business days after the Company
     receives the request.  Any remaining full and fractional shares will
     continue to be held in Participants' Accounts.  Certificates for fractional
     shares will not be issued under any circumstances.  If a Participant
     requests the issuance of certificates for shares credited to his or her
     Plan Account, dividends on such certificated shares will be paid by check
     in full unless the Participant requests that dividends be fully reinvested
     or, alternatively, be partially reinvested.  Such requests must be in
     writing, directed to Shareholder Services and received by Shareholder
     Services not later than the Dividend Record Date for a dividend payment on
     the certificated shares to be fully or partially reinvested.  If the
     Participant previously held share certificates registered in his or her
     name and already has on file with the Plan Administrator instructions
     regarding reinvestment of dividends on those shares, the Plan Administrator
     will continue to follow those instructions unless the Participant requests
     otherwise.
         

     CHANGE IN MANNER OF PARTICIPATION

          A Participant may, without withdrawing from the Plan, request the Plan
     Administrator to stop the reinvestment of any cash dividends on shares of
     Common Stock and/or Preferred Stock registered in the Participant's name by
     giving written notice to the Plan Administrator.  In order to stop the
     reinvestment of a cash dividend payment, such written notice must be
     received by the Plan Administrator not later than the Dividend Record Date
     for such dividend payment.

     TRANSFER OR ASSIGNMENT OF COMMON STOCK HELD IN A PLAN ACCOUNT

          A Participant may instruct the Plan Administrator to transfer or
     assign Plan shares to another Account or to a new Account.  Such
     instructions must be accompanied by appropriate documentation and must
     comply with transfer regulations and applicable laws.  Participants may
     call the Plan Administrator for specifics as to requirements for transfer.

     SHARES PLEDGED

        
          Shares held in a Plan Account may not be pledged as collateral. 
     Participants wishing to use their Shares in the Plan as collateral must
     have certificates issued for the shares.  See "Certificates for Shares;
     Deposits and Withdrawals" above.  The certificates can then be delivered as
     collateral.  A Participant does not withdraw from the Plan if at least a
     fractional share remains in the Participant's Account after the Participant
     certificates shares.
         

     SHAREHOLDER VOTING

          For each meeting of shareholders, Participants receive proxy cards
     covering total full and fractional shares held, including shares held
     directly and shares held under the Plan.  If a proxy card is returned
     properly signed and marked for voting, the shares covered are voted as
     marked.  If a proxy card is returned properly signed, but without
     instructions as to the manner shares are to be voted with respect to any
     item thereon, the shares covered are voted in accordance with the
     recommendations of the Company's Board of Directors.  If the proxy card is
     not returned, or if it is returned unexecuted or improperly executed, the
     shares covered are not voted unless the Participant votes in person.

     SALE OF SHARES

        
          The Plan allows Participants to sell up to 99.999 shares of Common
     Stock credited to their Accounts in one transaction per calendar year under
     the Plan.  This includes shares of Common Stock deposited in the Plan for
     Safekeeping.  The Company will not charge the Participant an administrative
     and/or broker commission fee for this service if less than one share is
     sold under this feature of the Plan.  The Company will charge the nominal
     administrative costs of sales of one or more shares and less than 100
     shares.  If the Participant wishes to sell more than once per calendar year
     or 100 or more shares, the Participant can request that a certificate be
     issued for the shares.  Once a certificate is received, an order can be
     placed to sell through a broker.  Shares acquired through and held in the
     Plan, as well as shares surrendered for Safekeeping, may be sold or
     certificated in this manner.  Shares held outside the Plan may not be sold
     through the Plan.  A written request must be made to the Plan Administrator
     (i) by completing the change in participation form on the reverse side of
     the Optional Cash Payment Form, or (ii) by submitting a letter of
     instruction indicating the account number and registration.  The request
     should indicate the number of shares to be sold and must be signed by ALL
     Account owners.
         

        
          Plan shares will generally be sold or certificated by the Plan
     Administrator within five business days following receipt of the request. 
     Sale requests received during the dividend processing period, however, may
     be delayed until the dividend processing is completed.  The Independent
     Agent or the Plan Administrator will have full discretion in all matters
     related to the sale, including the time of sale, sale price and the markets
     or persons through whom the shares are sold.  Participants cannot specify a
     price at which to sell their shares.  To the extent such shares are 
     purchased on behalf of Participants purchasing shares under the Plan, the
     price per share will be the market closing price of the Common Stock on
     the business day immediately preceding the sale date.  If such shares are
     not purchased on behalf of Participants purchasing shares under the Plan,
     then such shares will be sold by the Independent Agent on the open market
     as soon as possible and the sale price will be the actual price at which
     the shares are sold.  Within four business days after the date of sale of
     the Plan shares, a check will be issued for the proceeds of the sale minus
     the applicable administrative fee and taxes.  The check will be made 
     payable to the registered owners only.
         

     WITHDRAWAL FROM PLAN PARTICIPATION

        
          A Participant may withdraw from the Plan at any time.  Participants
     must notify the Plan Administrator in writing of their intention to
     terminate participation in the Plan.  The written request must be made to
     the Plan Administrator by completing the change in participation form on
     the reverse side of the Optional Cash Payment Form attached to the periodic
     Statement of Account or by submitting a letter of instruction indicating
     the Account number and registration.  The request should indicate that the
     Participant wishes to terminate participation in the Plan.  All Account
     owners must sign the request and indicate whether they wish to receive a
     stock certificate or sell their shares.  As set forth above, Participants
     may terminate participation in the Plan either by selling all the shares in
     their Plan Account through the Plan (if such number of shares is less than
     100 and the Participant has not sold any other shares credited to his or
     her Plan Account in the year of termination) or by having a certificate
     issued for a specific number of whole shares in their Account and selling
     the fractional balance of shares.  Certificates will not be issued for
     fractional shares; fractional shares will be sold when terminating
     participation in the Plan. Optional Cash Payments received prior to the
     request to terminate Plan participation will be invested during the next
     Investment Period unless the Participant timely requests the return of such
     Optional Cash Payments. The termination of Plan participation will be
     delayed if the request is received during the dividend processing period or
     if shares purchased with a Participant's Optional Cash Payment have not yet
     been allocated to his or her Plan Account.  In any event, certificates for
     whole shares allocated to a terminating Participant's account and/or the
     proceeds from the sale of any shares held in such account will be sent to
     the terminating Participant no later than 30 days following the notice of
     termination.
         

          A Participant s withdrawal from the Plan will stop all investment
     under the Plan if, in the case of the reinvestment of dividends,
     notification of withdrawal is received not later than the Dividend Record
     Date for a cash dividend payment normally reinvested by the Participant or,
     in the case of Optional Cash Payments, the fifth business day prior to the
     end of the month in which the Optional Cash Payment is received by the Plan
     Administrator.  Any cash dividend or Optional Cash Payment received for
     which investment has been stopped by timely notification of withdrawal from
     the Plan will be paid by the Plan Administrator to the Participant without
     interest.

          If the Plan Administrator is not requested to sell shares of Common
     Stock held in the Participant's Account upon notification of a
     Participant's withdrawal from the Plan, certificates for whole shares
     credited to the Participant's Account under the Plan will be issued to the
     Participant and a cash payment will be made for any fractional share.  The
     cash payment for any fractional share will be based on the sale price as
     indicated under the heading "Sales of Shares" above.  If a Participant
     sells or otherwise disposes of all the shares of stock registered in the
     Participant's name in certificate form, the Plan Administrator will
     continue to reinvest the dividends on the shares credited to the
     Participant's Account until the Participant notifies the Company in writing
     of its intent to withdraw from the Plan.

          Participants terminating their Plan participation will receive a Plan
     History Statement detailing the current Plan Account history.  THE PLAN
     HISTORY STATEMENT SHOULD BE RETAINED FOR TAX PURPOSES.

     SALE OR TRANSFER IF A PARTICIPANT DIES

          If a Participant dies, cash dividends which the Participant had
     directed to be reinvested in Common Stock under the Plan (including all
     dividends on shares credited to the Participant's Account under the Plan)
     will continue to be reinvested until such time as an authorized
     representative of the Participant's estate instructs the Plan Administrator
     to sell or certificate shares of the Common Stock credited to the
     Participant's Account or requests withdrawal from the Plan.  Reinvestment
     of cash dividends on shares of Common Stock credited to the Participant's
     Account will continue until the Plan Administrator is otherwise instructed
     by an authorized representative of the Participant's estate.  Optional Cash
     Payments sent prior to a Participant's death will be invested in shares of
     Common Stock unless, prior to investment, an authorized representative of
     the Participant's estate instructs the Plan Administrator not to make the
     investment.  All instructions and requests by authorized representatives of
     a deceased Participant's estate must be accompanied by appropriate
     documentation and must comply with the transfer requirements and any
     applicable laws.  Representatives of a Participant's estate should contact
     the Plan Administrator for specific information.

     SAFEKEEPING

          A Participant may deposit certificates representing shares of the
     Company's Common Stock registered in his or her name into his or her Plan
     Account for Safekeeping.  Certificates representing shares to be deposited
     for Safekeeping should be sent, together with a completed Shareholder
     Authorization Form, to the Plan Administrator.  It is suggested that
     Participants use certified or registered mail when sending stock
     certificates, declaring a value equal to 2% of the market value of the
     shares on the date of mailing.  This amount is the approximate cost of
     replacing the certificates should they be lost in the mail.  CERTIFICATES
     SURRENDERED FOR SAFEKEEPING SHOULD NOT BE ENDORSED.  A Shareholder
     Authorization Form may be obtained at any time by request to the Plan
     Administrator.

        
          It is the responsibility of the Participant to retain records relative
     to the cost of any shares represented by certificates deposited for
     Safekeeping.  Shareholders may submit certificates for Safekeeping at any
     time.  Notification will be sent confirming receipt of certificates
     surrendered for Safekeeping.  COMMON STOCK SURRENDERED FOR SAFEKEEPING WILL
     BE TREATED IN THE SAME MANNER AS SHARES PURCHASED THROUGH THE PLAN.
         

     STATEMENTS OF ACCOUNT; SHAREHOLDER COMMUNICATIONS

          The Plan Administrator maintains an Account for each Participant.  All
     shares purchased for a Participant under the Plan or delivered by a
     Participant for Safekeeping are credited to, and held in, such
     Participant's Account.  Shares are withdrawn from a Participant's Account
     when certificates for shares are issued to, or shares are sold for, a
     Participant.  In addition to a quarterly statement of his or her Account,
     each Participant receives a monthly statement for each of the following
     transactions: (i) purchase of additional shares with Optional Cash
     Payments, (ii) deposit of shares into the Plan for Safekeeping, (iii) sale
     of shares held in the Plan, (iv) withdrawal of Plan shares in certificate
     form, (v) transfer of shares into another Account, and (vi) upon
     termination of the Plan.  THE STATEMENTS OF ACCOUNT ARE A PARTICIPANT'S
     CONTINUING RECORD OF THE COST OF SHARES PURCHASED, THEIR BASIS FOR FEDERAL
     INCOME TAX PURPOSES, THE PROCEEDS OF SALES AND THE AMOUNT OF DIVIDENDS
     REPORTABLE FOR FEDERAL INCOME TAX PURPOSES, AND SHOULD BE RETAINED FOR
     INCOME TAX PURPOSES.  Each Participant also receives copies of the same
     communications sent to all holders of the Company's Common Stock and
     Preferred Stock, including the Company's Annual Report and any Quarterly
     Reports to Shareholders, Notice of Annual Meeting and Proxy Statement and
     tax information for reporting dividends paid.

     RESPONSIBILITY OF THE COMPANY AND ITS AGENTS UNDER THE PLAN

        
          Neither the Company, in its individual capacity or as Plan
     Administrator or Custodian, nor any Independent Agent appointed by the
     Company pursuant to the Plan will be liable for any act done in good faith
     or for any good faith omission to act with respect to the Plan, including,
     without limitation, any claim of liability (i) arising out of failure to
     terminate a Participant's Account upon such Participant's death prior to
     receipt of notice in writing of such death, (ii) with respect to the prices
     or times at which, or sources from which, shares are purchased or sold for
     Participants, or (iii) with respect to any fluctuation in market value
     before or after any purchase or sale of shares; provided that nothing
     contained herein shall be construed to affect any Participant's right to
     bring suit under the federal securities laws of the United States.
         

          PARTICIPANTS MUST RECOGNIZE THAT THE COMPANY CANNOT ASSURE THEM A
     PROFIT, OR PROTECT THEM AGAINST LOSSES, ON SHARES PURCHASED PURSUANT TO THE
     PLAN.  THE MARKET PRICE OF COMMON STOCK CAN FLUCTUATE SUBSTANTIALLY. 
     PARTICIPANTS ACCEPT THE RISKS AS WELL AS THE BENEFITS OF THE PLAN.

     PARTICIPANT RESPONSIBILITIES UNDER THE PLAN

          Plan shares are subject to escheatment to the state in which the
     Participant resides in the event that such shares are deemed, under such
     state's laws, to have been abandoned by the Participant.  Participants,
     therefore, should notify the Plan Administrator promptly in writing of any
     change of address.  Statements of Account and other communications to
     Participants will be addressed to them at the last address of record
     provided by Participants to the Plan Administrator.

     RIGHTS OFFERING AND STOCK SPLIT

          In a rights offering, warrants representing rights on all shares held
     directly by each Participant, including those credited to the Participant's
     Account under the Plan, will be mailed directly to the Participant in the
     same manner as to shareholders not participating in the Plan.

          Rights based on a fractional share held in the Plan will be sold by
     the Plan Administrator and the proceeds will be credited to the
     Participant's Account under the Plan and applied as cash dividends to
     purchase Common Stock to be credited to the Participant's Account as of the
     Investment Date following the next Investment Period in which Common Stock
     is purchased with reinvested dividends.

          Any shares issued pursuant to a stock split distributed by the Company
     on shares credited to the Participant's Account under the Plan will be
     added to the Participant's Account.  Shares issued pursuant to a stock
     split distributed on any certificated shares registered in the name of the
     Participant will be mailed directly to the Participant in the same manner
     as to shareholders who are not participating in the Plan.

     MODIFICATION OR TERMINATION OF PLAN; TERMINATION OF PARTICIPANTS

          The Company reserves the right to suspend, modify, amend or terminate
     the Plan at any time and to interpret and regulate the Plan as it deems
     necessary or desirable in connection with the operation of the Plan.  The
     Company also reserves the right, at its discretion, to terminate
     Participants who no longer actively participate in the Plan.  All affected
     Participants will receive notice of any such suspension, modification or
     termination.  In the event of any such termination, affected Participants'
     shares held under the Plan will be delivered or sold in the manner
     described under the heading "Withdrawal from Plan Participation" above.

          In addition, the Company may terminate a Participant's participation
     in the Plan if it believes that such participation may be contrary to the
     general intent of the Plan or in violation of applicable law.  The
     Participant will receive a certificate for whole shares and a check for the
     cash value of the fractional share in his or her Plan Account.

     PARTICIPANTS' INCOME TAX WITHHOLDING

        
          In the case of a participating foreign shareholder whose dividends are
     subject to United States income tax withholding, or a domestic shareholder
     subject to backup withholding, the tax required to be withheld will be
     deducted from the amount of any cash dividend otherwise to be applied to
     the purchase of shares for the Participant s Account under the Plan, and
     the amount of dividend after such deduction will be applied to the purchase
     of additional shares. The regular Statements of Account sent to such
     Participants will indicate the amount of tax withheld.  Income tax withheld
     by the Company may not be refunded by the Company but may be claimed as a
     credit on an individual s Federal income tax return.  In addition,
     withholding will occur on any sale of shares if a Participant s Account is
     subject to income tax withholding.  The check sent to the Participant will
     be reduced by the amount of tax withheld and any applicable administrative
     fees or broker commissions.
         


                           FEDERAL INCOME TAX CONSEQUENCES

        
          With respect to reinvested cash dividends used to purchase authorized
     but unissued shares from the Company, a Participant will be treated for
     Federal income tax purposes as having received dividend income in an amount
     equal to the fair market value on the Dividend Payment Date of the full and
     fractional number of shares purchased with reinvested dividends.  The tax
     basis of the shares so purchased will be equal to the fair market value of
     such shares on the Dividend Payment Date.
         

            
          With respect to reinvested cash dividends used to purchase shares in
     the open market, a Participant will be treated for Federal income tax
     purposes as having received dividend income in an amount equal to the cash
     dividend reinvested plus brokerage fees, commissions or other service
     charges if paid by the Company to obtain the shares.  The tax basis of the
     shares so purchased will be equal to the amount of the dividend
     distribution.
         

           
          A Participant who purchases shares with Optional Cash Payments will
     recognize no taxable income upon such purchases except to the extent of any
     brokerage fees, commissions or other service charges paid by the Company to
     obtain the shares.  The tax basis of shares purchased in this manner will
     be the amount of the Optional Cash Payment plus such charges as may be paid
     by the Company, if applicable.
         

        
          The holding period for shares acquired under the Plan begins on the
     day after the shares are credited to Participants  Accounts.  A
     Participant s dividend income and any additional income, such as brokers
     commission the Company pays on a Participant's behalf, will be reported on
     the Participant s year-end Form 1099-DIV.
         

          For a foreign shareholder of the Company s Common Stock and/or
     Preferred Stock whose cash dividends are subject to United States income
     tax withholding or a shareholder of the Company s Common Stock and/or
     Preferred Stock who is subject to backup withholding who elects to have
     cash dividends on all or a portion of the Participant s Common Stock and/or
     Preferred Stock reinvested, (i) the amount reinvested will be reduced by
     the amount of tax required to be withheld and (ii) the amount of tax so
     withheld will be included for IRS reporting purposes in the dividend income
     of the foreign Participant or Participant subject to backup withholding. 
     The statements confirming purchases for the foreign Participants, and
     Participants subject to backup withholding, will indicate the net cash
     dividend payment reinvested.

        
         
         
          A Participant will not realize any taxable income whenever
     certificates for whole shares credited to the Participant s Account under
     the Plan are issued to the Participant.  However, a Participant will
     realize a gain or loss whenever shares are sold.  In addition, a
     Participant will realize a gain or loss upon receipt of a cash payment for
     full or fractional shares credited to the Participant s Account.  The
     amount of any such gain or loss will be the difference between the amount
     which the Participant receives for the share(s) and the Participant s tax
     basis thereof.

          The information set forth above is only a summary and does not purport
     to be a complete description of all tax consequences of participation in
     the Plan.  The description may be affected by future legislation, IRS
     rulings and regulations, or court decisions.  In addition, the taxation of
     foreign shareholders, except as noted, is not discussed in this Prospectus.
     Accordingly, Participants should consult with their own tax advisors with
     respect to the Federal, state, local and foreign tax consequences of
     participation in the Plan.  The foregoing discussion assumes that all
     dividend distributions are supported by earnings and profits of the
     Company.


                             DESCRIPTION OF COMMON STOCK 

          General.  The following statements relating to the Common Stock are
     merely an outline and do not purport to be complete. They are qualified in
     their entirety by reference to the Company s Articles of Incorporation
     (Articles of Incorporation) and the Mortgage and Deed of Trust of the
     Company. Reference is also made to the laws of the State of Minnesota.

          The Company's authorized capital stock consists of 65,000,000 shares
     of Common Stock, without par value, 116,000 shares of 5% Preferred Stock,
     $100 par value, 1,000,000 shares of Serial Preferred Stock, without par
     value, and 2,500,000 shares of Serial Preferred Stock A, without par value.

          Dividend Rights. The Common Stock is entitled to all dividends after
     full provision for dividends on the issued and outstanding Preferred Stocks
     and the sinking fund requirements of the Serial Preferred Stock A of the
     $7.125 Series and $6.70 Series.

          The Articles of Incorporation provide that so long as any shares of
     the Company's Preferred Stocks are outstanding, cash dividends on Common
     Stock are restricted to 75 percent of available net income when Common
     Stock equity is or would become less than 25 percent but more than
     20 percent of total capitalization. This restriction becomes 50 percent
     when such equity is or would become less than 20 percent. See Note 8 to
     Consolidated Financial Statements incorporated by reference in the
     Company's 1995 Form 10-K.

          Voting Rights (Non-Cumulative Voting). Holders of Common Stock are
     entitled to notice of and to vote at any meeting of shareholders. Each
     share of the Common Stock, as well as each share of the issued and
     outstanding Preferred Stocks, is entitled to one vote. Since the holders of
     such shares do not have cumulative voting rights, the holders of more than
     50 percent of the shares voting can elect all the Company s directors, and
     in such event the holders of the remaining shares voting (less than
     50 percent) cannot elect any directors. In addition, the Preferred Stocks
     are expressly entitled, as one class, to elect a majority of the directors
     (the Common Stock, as one class, electing the minority) whenever dividends
     on any of such Preferred Stocks shall be in default in the amount of four
     quarterly payments and thereafter until all such dividends in default shall
     have been paid. The Articles of Incorporation include detailed procedures
     and other provisions relating to these rights and their termination, such
     as quorums, terms of directors elected, vacancies, class voting as between
     Preferred Stocks and Common Stock, meetings, adjournments and other
     matters.

          The Articles of Incorporation contain certain provisions which make it
     difficult to obtain control of the Company through transactions not having
     the approval of the Board of Directors, including:

          (1)  A provision requiring the affirmative vote of 75 percent of the
               outstanding shares of all classes of capital stock of the
               Company, present and entitled to vote, in order to authorize
               certain "Business Combinations."  Any such Business Combination
               is required to meet certain "fair price" and procedural
               requirements. Neither a 75 percent stockholder vote nor "fair
               price" is required for any Business Combination which has been
               approved by a majority of the "Disinterested Directors."

          (2)  A provision permitting a majority of the Disinterested Directors
               to determine whether the above requirements have been satisfied.

          (3)  A provision providing that certain of the Articles of
               Incorporation cannot be altered unless approved by 75 percent of
               the outstanding shares of all classes of capital stock, present
               and entitled to vote, unless such alteration is recommended to
               the shareholders by a majority of the Disinterested Directors.

          Liquidation Rights.  After satisfaction of creditors and of the
     preferential liquidation rights of the outstanding Preferred Stocks ($100
     per share plus unpaid accumulated dividends), the holders of the Common
     Stock are entitled to share ratably in the distribution of all remaining
     assets.

          Miscellaneous.  Holders of Common Stock have no preemptive or
     conversion rights.

          The Common Stock is listed on the New York Stock Exchange.

        
          The transfer agents for the Common Stock are Norwest Bank Minnesota,
     N.A. and the Company.  The registrars for the Common Stock are Norwest Bank
     Minnesota, N.A. and the Company.
         


                                       EXPERTS

          The Company's consolidated financial statements incorporated in this
     Prospectus by reference to the Company's 1995 10-K, except as they relate
     to ADESA, have been audited by Price Waterhouse LLP, independent
     accountants, and, insofar as they relate to ADESA, by Ernst & Young LLP,
     independent auditors.  Such financial statements, except as they relate to
     ADESA, have been so incorporated in reliance on the report of Price
     Waterhouse LLP, given on the authority of said firm as experts in auditing
     and accounting.

          The financial statement schedule incorporated in this Prospectus by
     reference to the Company's 1995 10-K has been so incorporated in reliance
     on the report of Price Waterhouse LLP, independent accountants, given on
     the authority of said firm as experts in auditing and accounting.

          The consolidated financial statements of ADESA for the period from
     July 1, 1995 to December 31, 1995 which are included in the consolidated
     financial statements of the Company incorporated in this Prospectus by
     reference to the Company's 1995 Form 10-K have been audited by Ernst &
     Young LLP, independent auditors, as set forth in their report thereon
     included in said 1995 Form 10-K.  Such report is given upon the authority
     of such firm as experts in accounting and auditing.

        
          The statements as to matters of law and legal conclusions under
     "Description of Common Stock" in this Prospectus and in the documents
     incorporated herein by reference, have been reviewed by Philip R.
     Halverson, Esq., Duluth, Minnesota, Vice President, General Counsel and
     Corporate Secretary for the Company.  The statements under "Federal Income
     Tax Consequences" in this Prospectus have been reviewed by Reid & Priest
     LLP, New York, New York.  All of such statements and conclusions are set
     forth or incorporated by reference herein in reliance upon the opinions of
     said individual and firm, respectively, as experts.
         

        
          As of March 1, 1996, Mr. Halverson owned approximately 4,088 shares of
     the Common Stock of the Company.  Mr. Halverson is regularly acquiring
     additional shares of Common Stock as a participant in the Company's
     Employee Stock Purchase Plan, Employee Stock Ownership Plan and
     Supplemental Retirement Plan.
         


                                    LEGAL OPINIONS

          The legality of the shares of Common Stock offered hereby will be
     passed upon for the Company by Mr. Halverson and by Reid & Priest LLP, New
     York, New York, counsel for the Company.  Reid & Priest LLP may rely as to
     all matters of Minnesota law upon the opinion of Mr. Halverson.

     


                   PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

        
         

     ITEM 16.  EXHIBITS.

        
         

        
          8         -    Opinion and Consent of Reid & Priest LLP.
         

          23(a)     -    Consent of Price Waterhouse LLP.

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

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

        
         

     


                                      SIGNATURES
        
          Pursuant to the requirements of the Securities Act of 1933, the
     registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-3 and has duly caused
     this amendment to the registration statement to be signed on its behalf by
     the undersigned, thereunto duly authorized in the City of New York, State
     of New York, on June 18, 1996.


                              MINNESOTA POWER & LIGHT COMPANY
                                     (Registrant)


                                   /s/ Robert J. Reger, Jr.
                              By -------------------------------
                                      Robert J. Reger, Jr.
                                       (Attorney-In-Fact)

               Pursuant to the requirements of the Securities Act of 1933,
          this amendment to the registration statement has been signed by
          the following persons in the capacities and on the dates
          indicated.

                  SIGNATURE                 TITLE                   DATE
                  ---------                 -----                   ----


            Edwin L. Russell*      
         ------------------------    Chairman, President,       June 18, 1996
             Edwin L. Russell      Chief Executive Officer
                President,             and Director
          Chief Executive Officer
               and Director                  

              D. G. Gartzke*      
         ------------------------    Senior Vice President-     June 18, 1996
               D. G. Gartzke             Finance and
       Senior Vice President-Finance   Chief Financial 
            and Chief Financial             Officer
                  Officer

             Mark A. Schober*      
         ------------------------    Corporate Controller       June 18, 1996
              Mark A. Schober                
           Corporate Controller

            Merrill K. Cragun*            Director              June 18, 1996
             Dennis E. Evans*             Director              June 18, 1996
            D. Michael Hockett*           Director              June 18, 1996
             Peter J. Johnson*            Director              June 18, 1996
            Jack R. Kelly, Jr.*           Director              June 18, 1996
             Paula F. McQueen*            Director              June 18, 1996
           Robert S. Nickoloff*           Director              June 18, 1996
              Jack I. Rajala*             Director              June 18, 1996
            Arend J. Sandbulte*           Director              June 18, 1996
                Nick Smith*               Director              June 18, 1996
             Bruce W. Stender*            Director              June 18, 1996
           Donald C. Wegmiller*           Director              June 18, 1996


       *By: /s/ Robert J. Reger, Jr.
        --------------------------
           Robert J. Reger, Jr.              
            (Attorney-In-Fact)
         

     


                                EXHIBIT INDEX


           Exhibit        Description
           -------        -----------

              8           Opinion and Consent of Reid & Priest LLP

             23(a)        Consent of Price Waterhouse LLP  
             
             23(b)        Consent of Ernst & Young LLP

             23(c)        Consent of Philip R. Halverson, Esq.,
                          Vice President, General Counsel and
                          Corporate Secretary of the Company 
                          


                                                               EXHIBIT 8



                                  REID & PRIEST LLP
                                 40 West 57th Street
                              New York, New York  10019


                                                New York, New York
                                                June 18, 1996


             Minnesota Power & Light Company
             30 West Superior Street
             Duluth, Minnesota  55802

             Dear Sirs:

                       With reference to Amendment No. 1 to the
             Registration Statement on Form S-3 (Amendment No. 1) to be
             filed on or about the date hereof with the Securities and
             Exchange Commission by Minnesota Power & Light Company
             (Company) under the Securities Act of 1933, as amended, and
             pursuant to which the Company intends to register 5,000,000
             shares of its common stock, without par value, for offer
             and sale in connection with its Dividend Reinvestment and
             Stock Purchase Plan (Plan), we are of the opinion that the
             statements made in Amendment No. 1 under the heading
             "Federal Income Tax Consequences" constitute an accurate
             description of the Federal income tax consequences to
             participants in the Plan.

                       We hereby consent to the use of this opinion as
             an exhibit to your Amendment No.1 and to the use of our
             name therein.

                                                Very truly yours,

                                                /s/ REID & PRIEST LLP
                                                --------------------------
                                                REID & PRIEST LLP


                                                         EXHIBIT 23(a)


                          CONSENT OF INDEPENDENT ACCOUNTANTS


          We hereby consent to the incorporation by reference in the
          Prospectus constituting part of this Amendment No. 1 to the
          Registration Statement on Form S-3 of our report dated January
          22, 1996, which appears on page 21 of the 1995 Annual Report to
          Shareholders of Minnesota Power & Light Company, which is
          incorporated by reference in Minnesota Power & Light Company's
          Annual Report on Form 10-K for the year ended December 31, 1995. 
          We also consent to the incorporation by reference of our report
          on the Financial Statement Schedule, which appears on page 37 of
          such Annual Report on Form 10-K.  We also consent to the
          reference to us under the heading "Experts" in such Prospectus.


          /s/ PRICE WATERHOUSE LLP
          ------------------------
          PRICE WATERHOUSE LLP
          Minneapolis, Minnesota
          June 18, 1996



                                                                  EXHIBIT 23(b)

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


                           CONSENT OF INDEPENDENT AUDITORS



          We consent to the reference to our firm under the caption
          "Experts" in Amendment No. 1 to the Registration Statement (Form
          S-3 No. 333-02109) and related Prospectus of Minnesota Power &
          Light Company with respect to its Dividend Reinvestment and Stock
          Purchase Plan and to the incorporation by reference therein of
          our report dated January 17, 1996 (except Note 13, as to which
          the date is January 19, 1996), with respect to the consolidated
          financial statements of ADESA Corporation for the six months
          ended December 31, 1995 (not presented separately therein) which
          are included in the consolidated financial statements of
          Minnesota Power & Light Company that are incorporated by
          reference in its Annual Report (Form 10-K) for the year ended
          December 31, 1995, filed with the Securities and Exchange
          Commission.


                                         /s/ Ernst & Young LLP


          June 17, 1996



                                                              EXHIBIT 23(c)

                           MINNESOTA POWER & LIGHT COMPANY
                               30 West Superior Street
                               Duluth, Minnesota  55802

          Philip R. Halverson - Vice President, 
            General Counsel and Corporate Secretary




                                             June 18, 1996

          Minnesota Power & Light Company
          30 West Superior Street
          Duluth, Minnesota  55802

          Dear Sirs:

                    I hereby consent to the use of my name in Amendment No.
          1 to the Registration Statement on Form S-3 to be filed on or
          about the date hereof with the Securities and Exchange Commission
          by Minnesota Power & Light Company (Company) under the Securities
          Act of 1933, as amended, and pursuant to which the Company
          intends to register 5,000,000 shares of its common stock, without
          par value, for offer and sale in connection with its Dividend
          Reinvestment and Stock Purchase Plan.

                                             Very truly yours,

                                             /s/ Philip R. Halverson
                                             -----------------------
                                             Philip R. Halverson