Filed Pursuant to Rule 424 (b)(3)
                                       Registration Statement No. 333-40795


          Prospectus Supplement dated April 28, 1998

                           MINNESOTA POWER & LIGHT COMPANY
                            17,677 SHARES OF COMMON STOCK
                   SUPPLEMENT TO PROSPECTUS DATED DECEMBER 1, 1997

          The text of the "Plan of Distribution" on page 10 of the
          Prospectus should be replaced in its entirety with the following:

                                 PLAN OF DISTRIBUTION

                    The Shares to be offered pursuant to this Prospectus
          are fully paid and nonassessable.  The Company will not receive
          any of the proceeds from sales of the Shares.

                    The Selling Shareholder may sell or distribute some or
          all of the Shares from time to time through underwriters or
          dealers or brokers or other agents or directly through one or
          more purchasers, including pledgees, in transactions (which may
          involve crosses and block transactions) on the New York Stock
          Exchange or in privately negotiated transactions (including sales
          pursuant to pledges) or in a combination of such transactions. 
          Such transactions may be effected by the Selling Shareholder at
          market prices prevailing at the time of sale, at prices related
          to such prevailing market prices, at negotiated prices, or at
          fixed prices, which may be changed.  Brokers, dealers, agents or
          underwriters participating in such transactions as agent may
          receive compensation in the form of discounts, concessions or
          commissions from the Selling Shareholder (and, if they act as
          agent for the purchaser of such Shares, from such purchaser). 
          Such discounts, concessions or commissions as to a particular
          broker, dealer, agent or underwriter might be in excess of those
          customary in the type of transaction involved.  This Prospectus
          also may be used, with the Company's consent, by donees of the
          Selling Shareholder, or by other persons acquiring Shares and who
          wish to offer and sell such Shares under circumstances requiring
          or making desirable its use.

                    When required, this Prospectus will be supplemented to
          set forth the number of Shares offered for sale and, if such
          offering is to be make by or through underwriters, dealers,
          brokers or other agents, the names of such persons and the
          principal terms of the arrangements between such persons and the
          Selling Shareholder.

                    The Selling Shareholder and any underwriters, brokers,
          dealers or agents acting in connection with the sale or
          distribution of the Shares hereunder may be deemed to be
          "underwriters" within the meaning of Section 2(11) of the 1933
          Act, and any commissions received by them and any profit realized
          by them on the resale of Shares as principals may be deemed
          underwriting compensation under the 1933 Act.  

                    Expenses in connection with the registration of the
          Shares under the 1933 Act, including legal and accounting fees of
          the Company, will be paid by the Company.