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               SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549


                          SCHEDULE 13G


           Under the Securities Exchange Act of 1934

                       (Amendment No. 4)




NAME OF ISSUER:    Minnesota Power & Light Company

TITLE OF CLASS OF SECURITIES:          Minnesota Power & Light 
                                       Company Common Stock, No 
                                       Par Value





CUSIP NUMBER       604110-100




Check the following box if a fee is being paid with this 
statement:  [  ]




CUSIP NO.  604110-100



(1)   Names of Reporting Persons       MELLON BANK CORPORATION
      SS or IRS Identification Nos.         IRS No. 25-1233834
      of Above Persons


(2)   Check the Appropriate Box        (a)
      if a Member of a Group
      (See Instructions)               (b)


(3)   SEC Use Only


(4)   Citizenship or Place                        United States
      of Organization


Number of Shares   (5)  Sole Voting    
Beneficially            Power            122,000
Owned by Each      
Reporting Person
With               (6)  Shared Voting  
                        Power          4,695,393
                   
                   (7)  Sole
                        Dispositive    
                        Power            120,000
                                                       
                   (8)  Shared
                        Dispositive    
                        Power              2,000


(9)   Aggregate Amount Beneficially
      Owned by Each Reporting Person   4,817,393


(10)  Check if the Aggregate Amount
      in Row (9) Excludes Certain
      Shares (See Instructions)


(11)  Percent of Class Represented            15.42
      by Amount in Row (9)


(12)  Type of Reporting Person         HC
      (See Instructions)







                            - 2(a) -



CUSIP NO.  604110-100



(1)   Names of Reporting Persons       MELLON BANK, N.A.
      SS or IRS Identification Nos.         IRS No. 25-0659306
      of Above Persons


(2)   Check the Appropriate Box        (a)
      if a Member of a Group
      (See Instructions)               (b)


(3)   SEC Use Only


(4)   Citizenship or Place                        United States
      of Organization


Number of Shares   (5)  Sole Voting    
Beneficially            Power             85,000
Owned by Each      
Reporting Person
With               (6)  Shared Voting  
                        Power          4,695,393
                   
                   (7)  Sole
                        Dispositive    
                        Power             85,000
                                                             
                   (8)  Shared
                        Dispositive    
                        Power                  0


(9)   Aggregate Amount Beneficially
      Owned by Each Reporting Person   4,780,393


(10)  Check if the Aggregate Amount
      in Row (9) Excludes Certain
      Shares (See Instructions)


(11)  Percent of Class Represented            15.30
      by Amount in Row (9)


(12)  Type of Reporting Person         BK
      (See Instructions)







                            - 2(b) -



CUSIP NO.  604110-100



(1)   Names of Reporting Persons       MINNESOTA POWER & LIGHT 
                                       COMPANY EMPLOYEE STOCK 
                                       OWNERSHIP PLAN TRUST
      SS or IRS Identification Nos.         IRS No. 25-6331151
      of Above Persons


(2)   Check the Appropriate Box        (a)
      if a Member of a Group
      (See Instructions)               (b)


(3)   SEC Use Only


(4)   Citizenship or Place                        United States
      of Organization


Number of Shares   (5)  Sole Voting    
Beneficially            Power                  0
Owned by Each      
Reporting Person
With               (6)  Shared Voting  
                        Power          4,695,393
                   
                   (7)  Sole
                        Dispositive    
                        Power                  0
                   
                   (8)  Shared
                        Dispositive    
                        Power                  0


(9)   Aggregate Amount Beneficially
      Owned by Each Reporting Person   4,695,393


(10)  Check if the Aggregate Amount
      in Row (9) Excludes Certain
      Shares (See Instructions)


(11)  Percent of Class Represented            15.03
      by Amount in Row (9)


(12)  Type of Reporting Person         EP
      (See Instructions)





                            - 2(c) -



               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                          SCHEDULE 13G
        (Under the Securities and Exchange Act of 1934)

Item 1(a)          Name of Issuer:

                   Minnesota Power & Light Company

Item 1(b)   Address of Issuer's Principal Executive Offices:

                   30 West Superior Street
                   Duluth, MN  55802

Item 2 (a)  Name of Person Filing:

                   Mellon Bank Corporation and any other 
                   reporting person(s) identified on the second 
                   part of the cover page(s).

Item 2(b)   Address of Principal Business Office, or if None, 
            Residence:

                   c/o Mellon Bank Corporation
                   One Mellon Bank Center
                   Pittsburgh, Pennsylvania  15258
                   (for all reporting persons)

Item 2(c)   Citizenship:

                   United States

Item 2(d)   Title of Class of Securities:

                   Minnesota Power & Light Company Common Stock

Item 2(e)   CUSIP Number:

                   604110-100

Item 3      See Item 12 of cover page(s) ("Type of Reporting 
            Person") for each reporting person.

            BK =   Bank as defined in Section 3(a)(6) of the Act

            IV =   Investment Company registered under Section 
                   8 of the Investment Company Act

            IA =   Investment Advisor registered under Section 
                   203 of the Investment Advisers Act of 1940








                             - 3 -

SCHEDULE 13G  (Continued)



             EP = Employee Benefit Plan, Pension Fund which is 
                  subject to the provisions of the Employee 
                  Retirement Income Security Act of 1974 or 
                  Endowment Fund; see Section     
                  240.13-d(1)(b)(1)(ii)(F)

             HC = Parent Holding Company, in accordance with 
                  Section 240.13-d(1)(b)(1)(ii)(G)


Item 4  Ownership:

             See Items 5 through 9 and 11 of cover page(s) as 
             to each reporting person.

             The amount beneficially owned includes, where
             appropriate securities not outstanding which are 
             subject to options, warrants, rights or conversion 
             privileges that are exercisable within 60 days.  
             The filing of this Schedule 13G shall not be 
             construed as an admission that Mellon Bank 
             Corporation, or its direct or indirect 
             subsidiaries, including Mellon Bank, N.A., are for 
             the purposes of Section 13(d) or 13(g) of the Act, 
             the beneficial owners of any securities covered by 
             this Schedule 13G.

             Mellon Bank, N.A. is the trustee of the issuer's
              employee benefit plan (the "Plan"), which is 
             subject to ERISA.  The securities reported include 
             all shares held of record by Mellon Bank, N.A. as 
             trustee of the Plan.  The reporting person, 
             however, disclaims beneficial ownership of all 
             shares that have been allocated to the individual 
             accounts of employee participants in the Plan for 
             which directions have been received and followed.

Item 5  Ownership of Five Percent or Less of a Class:

             N/A


Item 6  Ownership of More than Five Percent on Behalf of 
        Another Person:

             All of the securities are beneficially owned by 
             Mellon Bank Corporation or its direct and indirect 
             subsidiaries in their various fiduciary 
             capacities.  As a result, another entity in every 
             instance is entitled to dividends or proceeds of 
             sale.  The number of individual accounts holding 
             an interest of 5% or more is 1.  Employee Benefit 
             Trust:  4,695,393 - 15.03%.


                             - 4 -
SCHEDULE 13G  (Continued)


Item 7  Identification and Classification of the Subsidiary 
        Which Acquired the Security Being Reported by the 
        Parent Holding Company:

             See Exhibit I.

Item 8  Identification and Classification of Members of the 
        Group:

             N/A

Item 9  Notice of Dissolution of Group:

             N/A

Item 10 Certification:

             By signing below I certify that, to the best of my 
             knowledge and belief, the securities referred to 
             above were acquired in the ordinary course of 
             business and were not acquired for the purpose of 
             and do not have the effect of changing or 
             influencing the control of the issuer of such 
             securities and were not acquired in connection 
             with or as a participant in any transaction having 
             such purposes or effect.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this 
statement is true, complete and correct.

This filing is signed by Mellon Bank Corporation on behalf of 
all reporting entities pursuant to Rule 13d-1(f)(1) promulgated 
under the Securities and Exchange Act of 1934, as amended.


Date:   January 25, 1995


MELLON BANK CORPORATION


By /s/ Michael E. Bleier 
  Michael E. Bleier
  General Counsel
                             - 5 -


                            EXHIBIT I



The shares reported on the attached Form 13G are beneficially 
owned by the following direct or indirect subsidiaries of Mellon 
Bank Corporation, as marked (X):


(A)     X   Boston Safe Deposit and Trust Company
            Boston Safe Deposit and Trust Company of California
            Boston Safe Deposit and Trust Company of New York
        X   Mellon Bank, N.A.
            Mellon Bank (Delaware) National Association
            Mellon Bank (MD)

(B)         Franklin Portfolio Associates Trust
            Laurel Capital Advisors
        X   Mellon Capital Management Corporation
            Mellon Equity Associates
            The Boston Company Advisors, Inc.
            The Boston Company Financial Strategies, Inc.
            The Boston Company Asset Management, Inc.
            The Dreyfus Corporation
            Dreyfus Management, Inc.


        The Item 3 classification of each of the subsidiaries 
listed under (A) above is "Item 3(b) Bank as defined in Section 
3(a)(6) of the Act."


        The Item 3 classification of each of the subsidiaries 
listed under (B) above is "Item 3 (e) Investment Advisor 
registered under Section 203 of the Investment Advisers Act of 
1940."






















                              - 6 -


                           EXHIBIT II



        Each of the undersigned hereby authorizes Mellon Bank 
Corporation, in accordance with Rule 13d-1(f)(1) under the 
Securities Exchange Act of 1934, as amended (the "1934 Act"), 
to file, on behalf of the undersigned, any statement required 
to be signed by the undersigned, on Schedule 13G pursuant to 
Rule 13d-1 under the 1934 Act and any amendment thereto 
pursuant to Rule 13d-2 under the 1934 Act.

        Each of the undersigned represents that it is 
individually eligible to use Schedule 13G, and acknowledges its 
responsibility for the timely filing of such Schedule 13G and 
any amendments thereto, and for the completeness and accuracy 
of the information concerning such person contained therein.  
However, each of the undersigned is not responsible for the 
completeness or accuracy of the information concerning the 
other persons making the filing on Schedule 13G unless such 
undersigned knows or has reason to believe that such 
information is inaccurate.

Date: January 25, 1995


MELLON BANK, N.A.


By                                   
  Stephen A. Yoder
  Assistant General Counsel


MELLON BANK, N.A. AS TRUSTEE FOR MINNESOTA POWER & LIGHT 
COMPANY EMPLOYEE STOCK OWNERSHIP PLAN TRUST


By                                    
  Stephen A. Yoder
  Assistant General Counsel

















                             - 7 -