Filed Pursuant to Rule 424(b)(3) and (c)
                                        Registration Statement No. 33-51941


Prospectus Supplement dated January 3, 1997


                         Minnesota Power & Light Company
                 Supplement to Prospectus dated January 27, 1994
                 with respect to 140,648 Shares of Common Stock

The following  supplements the "Description of Common Stock" on pages 7 and 8 of
the Prospectus:



                 Description of Preferred Share Purchase Rights

         Reference  is made to the Rights  Agreement,  dated as of July 24, 1996
(Rights  Plan),  included as an exhibit to the Company's  Current Report on Form
8-K, dated August 2, 1996, between Minnesota Power & Light Company (Company) and
the Corporate  Secretary of the Company, as Rights Agent. The description of the
preferred  share purchase rights (Rights) set forth below does not purport to be
complete  and is  qualified  in its  entirety by  reference  to the Rights Plan.
Reference is also made to the laws of the State of Minnesota.

         On July 24,  1996 the Board of  Directors  of the  Company  declared  a
dividend  distribution of one Right for each outstanding  share of common stock,
without par value (Common  Stock),  of the Company to  shareholders of record at
the close of business on July 24, 1996 (Record Date) and authorized the issuance
of one Right with respect to each share of Common Stock that becomes outstanding
between the Record Date and July 23, 2006 or such earlier time as the Rights are
redeemed. Except as described below, each Right, when exercisable,  entitles the
registered  holder to purchase from the Company one  one-hundredth of a share of
Junior Serial Preferred Stock A, without par value (Preferred Stock), at a price
of $90 per one one-hundredth share (the Purchase Price), subject to adjustment.

         Initially,  the Rights  will  attach to all Common  Stock  certificates
representing shares then outstanding, and no separate Right Certificates will be
distributed.  The Rights  will be  evidenced  by the Common  Stock  certificates
together  with  a copy  of the  Summary  of  Rights  Plan  and  not by  separate
certificates  until  the  earlier  to  occur of (i) 10 days  following  a public
announcement  that a person or group of  affiliated  or  associated  persons (an
Acquiring  Person) has  acquired,  or obtained the right to acquire,  beneficial
ownership of 15 percent or more of the  outstanding  shares of Common Stock (the
Stock  Acquisition  Date) or (ii) 15 business days (or such later date as may be
determined  by action of the Board of  Directors  of the  Company  (the Board of
Directors)  prior to the time  that any  person  becomes  an  Acquiring  Person)
following the commencement of (or a public announcement of an intention to make)
a tender or exchange offer if, upon consummation  thereof,  such person or group
would be the beneficial owner of 15 percent or more of such  outstanding  shares
of Common Stock (the earlier of such dates being called the Distribution Date).

         Until the  Distribution  Date, the Rights will be transferred  with and
only with the Common Stock. Until the Distribution Date (or earlier  redemption,
expiration or termination of the Rights),  the transfer of any  certificates for
Common  Stock,  with or without a copy of the Summary of Rights Plan,  will also
constitute  the  transfer  of  the  Rights  associated  with  the  Common  Stock
represented  by  such  certificates.   As  soon  as  practicable  following  the
Distribution   Date,   separate   certificates   evidencing  the  Rights  (Right
Certificates)  will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter,  such separate Right
Certificates alone will evidence the Rights.



         Each whole share of  Preferred  Stock will have a minimum  preferential
quarterly  dividend  rate equal to the  greater of $51 per share or,  subject to
anti-dilution  adjustment,  100 times the dividend declared on the Common Stock.
In the event of  liquidation,  no  distribution  will be made to the  holders of
Common Stock unless,  prior  thereto,  the holders of the  Preferred  Stock have
received a  liquidation  preference  of $100 per share,  plus accrued and unpaid
dividends.  Holders of the Preferred  Stock will be entitled to notice of and to
vote at any meeting of the Company's shareholders. Each whole share of Preferred
Stock is entitled to one vote. Such shares do not have cumulative voting rights.
The  Preferred  Stock,  together with the issued and  outstanding  shares of the
other preferred stocks of the Company, will be expressly entitled, as one class,
to elect a majority  of  directors  (the Common  Stock  electing  the  minority)
whenever  dividends  on any of the  preferred  stocks shall be in default in the
amount of four  quarterly  payments and  thereafter  until all such dividends in
default shall have been paid. In the event of any merger, consolidation or other
transaction  in which shares of Common Stock are exchanged for or converted into
other securities  and/or  property,  each whole share of Preferred Stock will be
entitled to receive, subject to anti-dilution  adjustment,  100 times the amount
into which or for which each share of Common Stock is so exchanged or converted.
The shares of Preferred Stock are not redeemable by the Company.

         The Rights are not  exercisable  until the  Distribution  Date and will
expire at the earliest of (i) July 23, 2006 (Final  Expiration  Date),  (ii) the
redemption  of the  Rights by the  Company  as  described  below,  and (iii) the
exchange of all Rights for Common Stock as described below.

         In the event that any person (other than the Company, its affiliates or
any person  receiving  newly-issued  shares of Common  Stock  directly  from the
Company)  becomes  the  beneficial  owner  of 15  percent  or more  of the  then
outstanding  shares of Common Stock, each holder of a Right will thereafter have
a right to receive,  upon  exercise at the then  current  exercise  price of the
Right,  Common  Stock (or,  in certain  circumstances,  cash,  property or other
securities of the Company)  having a value equal to two times the exercise price
of the Right.  The Rights Plan  contains an exemption for any issuance of Common
Stock by the Company directly to any person (for example, in a private placement
or  an   acquisition   by  the  Company  in  which   Common  Stock  is  used  as
consideration),  even if that person  would  become the  beneficial  owner of 15
percent or more of the Common Stock,  provided that such person does not acquire
any additional shares of Common Stock.

         In the event that, at any time  following the Stock  Acquisition  Date,
the Company is acquired in a merger or other business combination transaction or
50 percent or more of the  Company's  assets or earning  power are sold,  proper
provision will be made so that each holder of a Right will  thereafter  have the
right to receive, upon exercise at the then current exercise price of the Right,
common stock of the acquiring or surviving  company  having a value equal to two
times the exercise price of the Right.

         Notwithstanding  the foregoing,  following the occurrence of any of the
events set forth in the preceding two paragraphs  (the Triggering  Events),  any
Rights that are, or (under certain  circumstances  specified in the Rights Plan)
were,  beneficially  owned by any Acquiring Person will immediately  become null
and void.

         The Purchase Price payable, and the number of shares of Preferred Stock
or other  securities  or property  issuable,  upon  exercise of the Rights,  are
subject  to  adjustment  from  time to time to  prevent  dilution,  among  other
circumstances,  in the event of a stock  dividend on, or a  subdivision,  split,
combination,  consolidation or  reclassification  of, the Preferred Stock or the
Common Stock, or a reverse split of the outstanding shares of Preferred Stock or
the Common Stock.

         At any time after the acquisition by a person or group of affiliated or
associated  persons  of  beneficial  ownership  of 15  percent  or  more  of the
outstanding Common Stock and prior to the acquisition by such person or group of
50 percent or more of the outstanding  Common Stock,  the Board of Directors may
exchange the Rights (other than Rights owned by such person or group, which have
become void),  in whole or in part, at an exchange  ratio of one share of Common
Stock per Right (subject to adjustment).

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         With certain  exceptions,  no adjustment in the Purchase  Price will be
required  until  cumulative  adjustments  require an  adjustment of at least one
percent  in the  Purchase  Price.  The  Company  will not be  required  to issue
fractional  shares of Preferred  Stock or Common Stock (other than  fractions in
multiples  of one  one-hundredths  of a share of  Preferred  Stock) and, in lieu
thereof,  an  adjustment  in cash may be made based on the  market  price of the
Preferred  Stock or Common  Stock on the last  trading date prior to the date of
exercise.

         At any time  after the date of the  Rights  Plan  until the time that a
person becomes an Acquiring Person, the Board of Directors may redeem the Rights
in  whole,  but not in part,  at a price of $.01 per Right  (Redemption  Price),
which may (at the option of the Company) be paid in cash, shares of Common Stock
or other  consideration  deemed appropriate by the Board of Directors.  Upon the
effectiveness of any action of the Board of Directors ordering redemption of the
Rights,  the Rights will  terminate  and the only right of the holders of Rights
will be to receive the Redemption Price.

         Issuance of Preferred Stock or Common Stock upon exercise of the Rights
will be  subject  to any  necessary  regulatory  approvals.  Until  a  Right  is
exercised,  the holder thereof, as such, will have no rights as a shareholder of
the  Company,  including,  without  limitation,  the right to vote or to receive
dividends.  As of the date hereof,  one million  shares of Preferred  Stock have
been reserved for issuance in the event of exercise of the Rights.

         The provisions of the Rights Plan may be amended by the Company, except
that any  amendment  adopted  after the time that a person  becomes an Acquiring
Person may not adversely affect the interests of holders of Rights.

         The Rights have certain  anti-takeover  effects.  The Rights will cause
substantial  dilution to a person or group that  attempts to acquire the Company
without  conditioning  the offer on the Rights being  redeemed or a  substantial
number of Rights being  acquired,  and under  certain  circumstances  the Rights
beneficially  owned by such a person or group may become void. The Rights should
not  interfere  with any merger or other  business  combination  approved by the
Board of Directors  because,  if the Rights would become exercisable as a result
of such  merger of  business  combination,  the Board of  Directors  may, at its
option,  at any time  prior to the time that any  person  becomes  an  Acquiring
Person, redeem all (but not less than all) of the then outstanding Rights at the
Redemption Price.

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