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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549





                                   FORM 8-K/A
                                 AMENDMENT NO. 3

                                 CURRENT REPORT





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





      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) - FEBRUARY 27, 1995




                         MINNESOTA POWER & LIGHT COMPANY

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



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS


         This  Amendment No. 3 to Minnesota  Power & Light  Company's  (Company)
Current Report on Form 8-K dated February 27, 1995 is being filed to restate the
Company's  financial  data  schedule for the year ended  December 31, 1994.  The
Company's 1995 Annual Report to Shareholders  included  reclassifications on the
Company's  consolidated  financial  statements  to reflect  the way in which the
Company  currently  manages its businesses.  The Company's 1996 Annual Report to
Shareholders  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. 3 includes only
the restated financial data schedule. The following tags have been restated:

     [PERIOD-TYPE]                                    YEAR
     [PERIOD-END]                              DEC-31-1994
     [TOTAL-NET-UTILITY-PLANT]                   1,085,240
     [OTHER-PROPERTY-AND-INVEST]                   355,263
     [OTHER-ASSETS]                                  1,885
     [CASH-FLOW-OPERATIONS]                        112,264


         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

                                      -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 DECEMBER 31, 1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR DEC-31-1994 JAN-01-1994 DEC-31-1994 PER-BOOK 1,085,240 355,263 266,138 99,272 1,885 1,807,798 371,178 0 272,646 561,687 0 48,547 601,317 54,098 0 0 12,814 0 0 0 447,198 1,807,798 582,169 20,657 458,269 505,019 80,122 4,840 108,083 46,750 61,333 3,200 58,133 56,664 44,452 112,264 2.06 2.06 Includes Income from Equity Investments and Income from Discontinued Operations.