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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.