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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 SEPTEMBER 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,
                          32,571,548 shares outstanding
                            as of September 30, 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  September 30,
1996 is being filed to restate the  Company's  financial  data  schedule for the
nine months ended  September 30, 1996.  The Company's  Form 10-Q for the quarter
ended  September  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]         28,125


 (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)





October 31, 1997                                      D. G. Gartzke
                                           -------------------------------
                                                      D. G. Gartzke
                                           Senior Vice President - Finance
                                              and Chief Financial Officer




October 31, 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 SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFRENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 PER-BOOK 1,117,059 394,524 362,443 106,666 164,945 2,145,637 389,698 0 280,073 600,893 75,000 31,492 638,845 150,508 0 0 64,745 0 0 0 515,276 2,145,637 626,327 17,777 519,530 564,123 71,645 6,221 95,241 44,593 50,648 1,921 48,727 44,382 0 28,125 1.68 1.68 Includes $9,441,000 of Income from Equity Investments and $3,220,000 for Distribution on Redeemable Preferred Securities of Subsidiary.