[Letterhead of Black Hills Corporation Appears Here]

                                 March 22, 2001




Securities and Exchange Commission
Department of Corporate Finance
450 Fifth Street, N.W.
Washington, D. C.  20549

         Re:      Black Hills Corporation
                  Registration Statement on Form S-3 (File No. 333-52752)
                  Application for Withdrawal of Registration Statement

Ladies and Gentlemen:

         Black Hills Corporation (the "Company"), a South Dakota corporation,
hereby files this Application for Withdrawal of Registration Statement (this
"Application") with respect to its Registration Statement on Form S-3 (File No.
333-52752) (the "Registration Statement"), which was originally filed with the
Securities and Exchange Commission (the "Commission") on December 26, 2000. The
Registration Statement has not yet been declared effective by the Commission.

         The Registration Statement relates to the registration under Rule 415
of up to $400,000,000 of senior debt securities, subordinated debt securities,
preferred stock, common stock and warrants of the Company. The Company is filing
this Application because the Company now believes that it was not eligible on
December 26, 2000 to file a registration statement on Form S-3 because it filed
late a Form 8-K after inadvertently triggering an obligation to report a series
of related acquisitions which in the aggregate met the significant acquisition
test under Item 2 of Form 8-K.

         As reported in such Form 8-K, the Company acquired certain limited
partnership interests from Allstate Insurance Company and Allstate Life
Insurance Company on December 5, 2000 for $4.2 million. This acquisition was one
of a series of related acquisitions which in the aggregate met the significant
acquisition test requiring disclosure under Item 2 of Form 8-K no later than
December 20, 2000. After filing the Registration Statement, the Company realized
that the immaterial $4.2 million acquisition caused the significant acquisition
test to be met on December 5, 2000, and the Company promptly filed a Form 8-K on
January 16, 2001. It appears, therefore, that at the time of the filing of the
Registration Statement, the Company did not satisfy the requirement for having
timely filed all reports required under the Securities Exchange Act of 1934, as
amended, and was ineligible to file a registration statement on Form S-3.

         The Company has not sold any securities covered by the Registration
Statement. In light of the foregoing and the Office of Chief Counsel's denial of
the Company's waiver request



with respect to this matter, the Company hereby requests the withdrawal of
the Registration Statement pursuant to Rule 477(b) under the Securities Act
of 1933.

         If you have any questions or need anything further, please contact the
undersigned at your earliest convenience at (605) 721-1700. Pursuant to the
Rules and Regulations promulgated under the Securities Act, the Company has
caused this Application to be signed on its behalf by the undersigned duly
authorized officer.


                                      BLACK HILLS CORPORATION


                                      By:  /s/ MARK T. THIES
                                           ------------------------------
                                           MARK T. THIES
                                           Senior Vice President and
                                           Chief Financial Officer