SEC Form 3 
FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 	  
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1. Name and Address of Reporting Person*
MADISON MICHAEL	

(Last)	(First)	(Middle)	
PO BOX 1400	

(Street) 
RAPID CITY	SD	57709-1400	

(City)	(State)	(Zip)	
	2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2012 	3. Issuer Name and Ticker or Trading Symbol 
BLACK HILLS CORP /SD/ [ BKH ] 		
		4. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
X	Director		10% Owner	
	Officer (give title below)		Other (specify below)	
	
	5. If Amendment, Date of Original Filed (Month/Day/Year)				
			6. Individual or Joint/Group Filing (Check Applicable Line) 
X	Form filed by One Reporting Person	
	Form filed by More than One Reporting Person	
	
Table I - Non-Derivative Securities Beneficially Owned	
1. Title of Security (Instr. 4) 	2. Amount of Securities Beneficially Owned (Instr. 4) 	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 	4. Nature of Indirect Beneficial Ownership (Instr. 5) 	
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 	
1. Title of Derivative Security (Instr. 4) 	2. Date Exercisable and Expiration Date (Month/Day/Year)	3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 	4. Conversion or Exercise Price of Derivative Security 	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 	6. Nature of Indirect Beneficial Ownership (Instr. 5) 	
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares				
Explanation of Responses:	
No securities are beneficially owned.	
	Lorna J. Gunderman, by power of attorney	05/23/2012	
	** Signature of Reporting Person	Date	
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).	
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.	
BLACK HILLS CORPORATION
POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby
constitutes and appoints each of Steven J. Helmers,
Roxann R. Basham, and Lorna J. Gunderman,or either of them
signing singly, and with full power of substitution, the
undersigneds true and lawful attorney in fact to:

1.      prepare, execute in the undersigneds name and on the
        undersigneds behalf, and submit to the U.S. Securities
        and Exchange Commission the SEC a Form ID, including
        amendments thereto, and any other documents necessary or
        appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of
        reports required by Section 16 a of the Securities
        Exchange Act of 1934 or any rule or regulation of the SEC;

2.      execute for and on behalf of the undersigned, in the
        undersigneds capacity as an officer and or director of
        Black Hills Corporation the Company, Forms 3, 4, and 5
        in accordance with Section 16a of the Securities Exchange
        Act of 1934 and the rules thereunder;

3.      do and perform any and all acts for and on behalf of the
        undersigned which may be necessary or desirable to
        complete and execute any such Form 3, 4, or 5, complete
        and execute any amendment or amendments thereto, and
        timely file such form with the SEC and any stock exchange
        or similar authority; and

4.      take any other action of any type whatsoever in connection
        with the foregoing which, in the opinion of such attorney
        in fact, may be of benefit to, in the best interest of, or
        legally required by, the undersigned, it being understood
        that the documents executed by such attorney in fact on
        behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such
        terms and conditions as such attorney in fact may approve
        in such attorney in fact's discretion.

       The undersigned hereby grants to each such attorney in
fact full power and authority to do and perform any and every
act and thing whatsoever requisite,necessary, or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all
that such attorney in fact, or such attorney in facts substitute
or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing
attorneys in fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming,
any of the undersigneds responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

       This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file
Forms 3, 4, and 5 with respect to the undersigneds holdings of
and transactions in securities issued by the Company,unless
earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys in fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 23rd day of May, 2012.

          s Michael H. Madison
                   Signature

             Michael H. Madison
                   Print Name