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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549




                                   FORM 10-Q/A
                                 AMENDMENT NO. 2



(Mark One)

/X/   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

For the quarterly period ended JUNE 30, 1996

                                       or

/_/   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934



                           Commission File No. 1-3548


                         MINNESOTA POWER & LIGHT COMPANY
                             A Minnesota Corporation
                   IRS Employer Identification No. 41-0418150
                             30 West Superior Street
                             Duluth, Minnesota 55802
                           Telephone - (218) 722-2641


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days.
                  Yes   X      No
                       ---         ---



                           Common Stock, no par value,
                          31,935,547 shares outstanding
                               as of July 31, 1996



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

         This  Amendment No. 2 to Minnesota  Power & Light  Company's  (Company)
Quarterly Report on Form 10-Q (Form 10-Q) for the quarter ended June 30, 1996 is
being filed to restate the Company's  financial data schedule for the six months
ended June 30, 1996. The Company's Form 10-Q for the quarter ended June 30, 1997
reflected a  reclassification  made on the Company's  Consolidated  Statement of
Cash Flows to exclude income from equity investments - net of dividends received
from  operating  activities.  This  Amendment  No. 2 includes  only the restated
financial data schedule. The following tag has been restated:

         [CASH-FLOW-OPERATIONS]               (293)



(a)      Exhibits

             27   -   Financial Data Schedule



                                      -2-



                                   SIGNATURES


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




                                               Minnesota Power & Light Company
                                               -------------------------------
                                                        (Registrant)





September 16, 1997                                       D. G. Gartzke
                                               -------------------------------
                                                         D. G. Gartzke
                                               Senior Vice President - Finance
                                                 and Chief Financial Officer




September 16, 1997                                     Mark A. Schober
                                               -------------------------------
                                                       Mark A. Schober
                                                        Controller

                                      -3-



                                  EXHIBIT INDEX



Exhibit 27        -        Financial Data Schedule

 

UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MINNESOTA POWER'S CONSOLIDATED BALANCE SHEET, STATEMENT OF INCOME, AND STATEMENT OF CASH FLOW FOR THE PERIOD ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 PER-BOOK 1,118,422 367,313 376,581 108,881 136,834 2,108,031 384,286 0 277,744 591,747 75,000 31,492 653,039 89,330 0 0 70,060 0 0 0 527,080 2,108,031 411,178 15,077 339,347 367,864 49,923 4,898 61,652 28,517 33,135 1,434 31,701 29,685 0 (293) 1.10 1.10 Includes $6,609,000 of Income from Equity Investments and $1,711,000 for Distribution on Redeemable Preferred Securities of Subsidiary.