As filed with the Securities and Exchange Commission on December 6, 1996
                           Registration No. 333-17451

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933
                                   ----------

                             BLACK HILLS CORPORATION
             (exact name of registrant as specified in its charter)
        South Dakota                                    46-0458824
  (State of Incorporation)                  (IRS Employer Identification No.)
                         625 Ninth Street, P.O. Box 1400
                         Rapid City, South Dakota 57709
                    (address of principal executive offices)

                    Registrant's telephone number, including
                            area code: (605) 721-1700
                                   ----------

                1996 STOCK OPTION PLAN OF BLACK HILLS CORPORATION
                            (Full title of the plan)
                                   ----------

                                ROXANN R. BASHAM
               Vice President - Controller and Corporate Secretary
                             Black Hills Corporation
                625 Ninth Street, Rapid City, South Dakota 57701
                     (Name and address of agent for service)
                                   ----------

                        It is respectfully requested that
                           the Commission send signed
                          copies of all notices, orders
                             and communications to:

                              JOHN K. NOONEY, Esq.
                        Morrill Thomas Nooney & Braun LLP
                625 Ninth Street, Rapid City, South Dakota 57701

- ----------------------------------

Pursuant  to Rule  414(d)  under the  Securities  Act of 1933,  as amended  (the
"Securities  Act"),  Black  Hills  Corporation  (formerly  Black  Hills  Holding
Corporation),  a South Dakota  corporation,  as successor  issuer to Black Hills
Power,  Inc.  (formerly Black Hills  Corporation),  a South Dakota  corporation,
hereby adopts this registration  statement,  as amended,  for all purposes under
the  Securities  Act and  Securities  Exchange  Act of  1934,  as  amended.  See
"Description of the Transaction" herein.

                         DESCRIPTION OF THE TRANSACTION

         This   Amendment  is  being  filed  in  connection   with  a  corporate
restructuring of Black Hills Power, Inc. (formerly Black Hills  Corporation),  a
South  Dakota  corporation   ("Black  Hills  Power").   The  objective  of  such
restructuring  is to have Black  Hills  Power  become a  separate,  wholly-owned
subsidiary of Black Hills Corporation (formerly Black Hills Holding Corporation)
("Registrant"), a South Dakota corporation, the new parent holding company, with
the present holders of the common stock of Black Hills Power becoming holders of
the common stock of  Registrant.  At their annual  meeting on June 20, 2000, the
shareholders  of Black Hills Power approved the formation of the holding company
structure and the "Plan of Exchange"

         On December  22, 2000,  Articles of Exchange  were filed with the South
Dakota  Secretary  of State,  whereupon  the holders of Black Hills Power common
stock  became the holders of the common  shares of Black Hills  Corporation  and
Black Hills  Corporation  became the sole  holder of Black  Hills  Power  common
stock.  Accordingly,  all shares of common  stock  offered  under the 1996 Stock
Option  Plan will be common  shares of Black  Hills  Corporation,  not shares of
Black Hills Power.

         Pursuant to Rule 414(d) under the  Securities  Act of 1933,  as amended
(the "Securities Act"),  Black Hills  Corporation,  as successor issuer to Black
Hills Power under the Plan of Exchange,  hereby  adopts,  as of January 2, 2001,
Black Hills Power's Registration Statement on Form S-8, as amended (Registration
No. 333-17451),  which Registration  Statement is applicable to shares of common
shares of Black Hills Corporation issueable under the 1996 Stock Option Plan, as
the Registration Statement of Black Hills Corporation for all purposes under the
Securities  Act and  the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         (a) Black Hills Corporation:  The following documents,  which have been
filed by the Registrant with the Securities and Exchange  Commission pursuant to
the Exchange  Act, are  incorporated  by reference  herein and shall be deemed a
part hereof:

          (i)  Form S-4 filed  December 22,  2000.

          (ii) Description  of  Common  Shares  included  in  the   Registration
               Statement on Form S-4 filed under the Securities  Act,  including
               any  amendment or report  filed for the purpose of updating  such
               description.

         (b) Black Hills Power: The following  documents,  which have been filed
by Black Hills Power with the Securities and Exchange Commission pursuant to the
Exchange Act (File No. 1-7978, are incorporated by reference herein and shall be
deemed a part hereof:

          (i)  Annual Report on Form-10K,  as amended, for the fiscal year ended
               December  31, 1999.

          (ii) Any  reports  filed  by Black  Hills  Power  with the  Commission
               pursuant to Section  13(a) or 15(d) of the Exchange Act since the
               end of the fiscal  year  covered by the Annual  Report  listed in
               (b)(i) above.

          (iii)All  documents  subsequently  filed by Black  Hills  Power or the
               1996 Stock Option Plan pursuant to Sections 13(a),  13(c), 14 and
               15(d) of the Exchange Act prior to the filing of a post-effective
               amendment which  indicates that all securities  offered have been
               sold or which deregisters those securities then remaining unsold,
               shall be deemed to be incorporated by reference  herein and to be
               a part hereof from the date of filing such documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICER

         Section  47-5-27 of the South Dakota  Codified  Laws provide  generally
that a  corporation  may  indemnify  any  person  who was or is a party to or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal,  administrative or investigative in
nature, other than an action by or in the right of the corporation, by reason of
the  fact  that he is or was a  director,  officer,  employee  or  agent  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer, employee or agent of another corporation,  limited liability
company, partnership, joint venture, trust or other enterprise, against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection  with the action,
suit or  proceeding  if that  person  acted in good  faith and in a manner  that
person reasonably  believed to be in or not opposed to the best interests of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause to  believe  such  conduct  was  unlawful.  The  Bylaws of the
Registrant  provide that,  with respect to actions,  suits or proceedings  other
than by or in the right of the  Registrant,  the Registrant  shall  indemnify an
officer or director  against  liability  incurred  by such person as  authorized
under the South Dakota  Codified Laws. With respect to actions or suits by or in
the right of the  Registrant,  the  Bylaws of the  Registrant  provide  that the
Registrant  shall indemnify any officer or director for any action or proceeding
he is made a party to by  reason  of the fact  that he is or was a  director  or
officer of the Registrant, against expenses (including attorney's fees) actually
and  reasonably  incurred by him in  connection  with the action or suit,  if he
acted in good  faith and in a manner he  reasonably  believed  to be within  the
scope of his  authority  and in, or not  opposed to, the best  interests  of the
Registrant,  except for those claims, issues or matters as to which such officer
or director shall have been adjudged to be liable to the Registrant, unless such
indemnification  is deemed proper by a court.  In addition,  the  Registrant has
entered  into  specific  agreements  with  the  directors  and  officers  of the
Registrant   providing  for   indemnification  of  such  persons  under  certain
circumstances.

         The Registrant's Articles of Incorporation also eliminate the liability
of the Registrant's directors for monetary damages for breach of their fiduciary
duty as  directors.  This  provision,  however,  does not eliminate a director's
liability (a) for any breach of the director's duty of loyalty to the registrant
or its  shareholders,  (b) for  acts or  omissions  not in good  faith  or which
involve  intentional  misconduct  or a  knowing  violation  of law,  (c) for any
violation  of  Sections  47-5-15  to  47-5-19,  inclusive,  of the South  Dakota
Codified Laws,  which relates in part to certain unlawful  dividend  payments or
stock  redemptions or  repurchases,  or (d) for any  transaction  from which the
director derived an improper personal benefit.

         The Registrant carries directors' and officers'  liability insurance to
insure its  directors  and officers  against  liability  for certain  errors and
omissions  and to defray  costs of a suit or  proceeding  against  an officer or
director.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

     *4.1 Articles of  Incorporation  (Exhibit 3.3 to Registrant's  Registration
Statement on Form S-4 (No. 333-52664)).

     *4.2 Articles of Amendment to the Articles of Incorporation (Exhibit 3.2 to
the Report on Form 8-K dated December 22, 2000).

     *4.3 Bylaws (Exhibit 3.4 to Registrant's Registration Statement on Form S-4
(No. 333-52664)).

     23 Consent of Independent Public Accountants

Item 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement;

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post- effective amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the registration statement;

                    (iii)To include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         registration  statement or any material  change to such
                         information in the registration statement;

         provided,  however,  that  paragraphs  (a)(l)(i) and  (a)(l)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the  registrant  pursuant  to  Section  13  or  Section  15(d)  of  the
         Securities  Exchange of 1934 that are  incorporated by reference in the
         registration statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with securities being registered,  the registrant will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

   Pursuant to the  requirements  of the  Securities Act of 1933, the registrant
certifies  that  it has  reasonable  grounds  to  believe  it  meets  all of the
requirements  for  filing on Form S-8 and has duly  caused  this  Post-Effective
Amendment  No. 1 to the Form S-8  registration  statement  to be  signed  on its
behalf by the undersigned, thereunto duly authorized, in the City of Rapid City,
State of South Dakota, on the 2nd day of January, 2001.

                                   BLACK HILLS CORPORATION

                                   By  /S/MARK T. THIES
                                   Mark T. Thies, Sr. Vice President & CFO

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

         Signature                 Title                         Date

/S/DANIEL P. LANDGUTH        Principal Executive             January 2, 2001
Daniel P. Landguth,          Officer and Director
Chairman and President

/S/MARK T. THIES             Principal Financial Officer     January 2, 2001
Mark T. Thies,
Sr. Vice President & CFO

/S/ROXANN R. BASHAM          Principal Accounting Officer    January 2, 2001
Roxann R. Basham,
Vice President - Controller

ADIL M. AMEER                Director                       January 2, 2001
Adil M. Ameer

BRUCE B. BRUNDAGE            Director                       January 2, 2001
Bruce B. Brundage

DAVID C. EBERTZ              Director                       January 2, 2001
David C. Ebertz

GERALD R. FORSYTHE           Director                       January 2, 2001
Gerald R. Forsythe

JOHN R. HOWARD               Director                       January 2, 2001
John R. Howard

EVERETT E. HOYT              Director                       January 2, 2001
Everett E. Hoyt

KAY S. JORGENSEN             Director                       January 2, 2001
Kay S. Jorgensen

DAVID S. MANEY               Director                       January 2, 2001
David S. Maney

THOMAS J. ZELLER             Director                       January 2, 2001
Thomas J. Zeller

EXHIBIT 23

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement of our report dated  January 26, 2000
included in Black Hills  Corporation's Form 10-K for the year ended December 31,
1999 and to all references to our Firm included in this registration statement.

ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
January 2, 2001