10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549




                                   FORM 10-Q/A
                                 AMENDMENT NO. 2


(Mark One)

/X/   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

For the quarterly period ended MARCH 31, 1996

                                       or

/_/   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934



                           Commission File No. 1-3548


                         MINNESOTA POWER & LIGHT COMPANY
                             A Minnesota Corporation
                   IRS Employer Identification No. 41-0418150
                             30 West Superior Street
                             Duluth, Minnesota 55802
                           Telephone - (218) 722-2641


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days.
                  Yes   X      No
                       ---         ---



                           Common Stock, no par value,
                          31,673,778 shares outstanding
                              as of April 30, 1996




ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

         This  Amendment No. 2 to Minnesota  Power & Light  Company's  (Company)
Quarterly  Report on Form 10-Q (Form 10-Q) for the quarter  ended March 31, 1996
is being filed to restate the  Company's  financial  data schedule for the three
months ended March 31, 1996. The Company's Form 10-Q for the quarter ended March
31,  1997  reflected  a  reclassification  made  on the  Company's  Consolidated
Statement of Cash Flows to exclude income from equity investments from operating
activities.  This  Amendment  No. 2 includes  only the restated  financial  data
schedule. The following tag has been restated:

         [CASH-FLOW-OPERATIONS]            43,317



(a)      Exhibits

             27   -   Financial Data Schedule



                                     -2-



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                               Minnesota Power & Light Company
                                               -------------------------------
                                                         (Registrant)





September 16, 1997                                       D. G. Gartzke
                                               -------------------------------
                                                         D. G. Gartzke
                                               Senior Vice President - Finance
                                                  and Chief Financial Officer




September 16, 1997                                     Mark A. Schober
                                               ------------------------------
                                                       Mark A. Schober
                                                         Controller

                                      -3-



                                  EXHIBIT INDEX



Exhibit 27        -        Financial Data Schedule

EX-27

 

<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MINNESOTA
POWER'S CONSOLIDATED BALANCE SHEET, STATEMENT OF INCOME, AND STATEMENT OF CASH
FLOW FOR THE PERIOD ENDED MARCH 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.


<MULTIPLIER>                                     1,000
       
                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    1,119,224
<OTHER-PROPERTY-AND-INVEST>                    330,322
<TOTAL-CURRENT-ASSETS>                         334,616
<TOTAL-DEFERRED-CHARGES>                       109,384
<OTHER-ASSETS>                                 134,162
<TOTAL-ASSETS>                               2,027,708
<COMMON>                                       379,925
<CAPITAL-SURPLUS-PAID-IN>                            0
<RETAINED-EARNINGS>                            278,665
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 587,254
<PREFERRED-MANDATORY>                           75,000
<PREFERRED>                                     48,547
<LONG-TERM-DEBT-NET>                           576,362
<SHORT-TERM-NOTES>                              45,096
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                   68,821
<PREFERRED-STOCK-CURRENT>                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 555,292
<TOT-CAPITALIZATION-AND-LIAB>                2,027,708
<GROSS-OPERATING-REVENUE>                      202,676
<INCOME-TAX-EXPENSE>                            10,324
<OTHER-OPERATING-EXPENSES>                     163,465
<TOTAL-OPERATING-EXPENSES>                     177,625
<OPERATING-INCOME-LOSS>                         28,828
<OTHER-INCOME-NET>                               3,576 
<INCOME-BEFORE-INTEREST-EXPEN>                  32,463
<TOTAL-INTEREST-EXPENSE>                        14,160
<NET-INCOME>                                    18,303
<PREFERRED-STOCK-DIVIDENDS>                        800
<EARNINGS-AVAILABLE-FOR-COMM>                   17,503
<COMMON-STOCK-DIVIDENDS>                        15,078
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          43,317
<EPS-PRIMARY>                                      .61
<EPS-DILUTED>                                      .61

<F1>Includes $3,777,000 of Income from Equity Investments and $201,000 for
Distributions on Redeemable Preferred Securities of Subsidiary.