8-K

	

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549


                                    FORM 8-K

                                  CURRENT REPORT 

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported):   August 24, 1998




                            OTTER TAIL POWER COMPANY
            (Exact name of registrant as specified in its charter)


         Minnesota                       0-00368               41-0462685
(State or other jurisdiction of	      (Commission           (I.R.S. Employer 
incorporation or organization)         File Number)        Identification No.)


215 South Cascade Street, P.O. Box 496, Fergus Falls, MN          56538-0496
     (Address of principal executive offices)                     (Zip Code)

		

Registrant's telephone number, including area code:   (218) 739-8200


                                  Not Applicable
         (Former name or former address, if changed since last report.)





Item 5.     Other Events
- ------------------------

     As of August 24, 1998, Otter Tail Power Company (the "Company") executed 
Amendment No. 1 (the "Rights Amendment") to the Rights Agreement dated as of 
January 27, 1997 between the Company and Norwest Bank Minnesota, National 
Association, as Rights Agent (as amended, the "Rights Agreement").  The 
Rights Amendment modifies the requirement that a majority of the Continuing 
Directors (as hereinafter defined) approve (i) the redemption of the Rights 
(as hereinafter defined), (ii) the exchange of the Rights after any Person 
becomes an Acquiring Person (as hereinafter defined) for Common Shares (as 
hereinafter defined) and (iii) an amendment or supplement to the Rights 
Agreement.  The Rights Agreement, as amended, requires the approval of a 
majority of the Board of Directors of the Company to effect the 
aforementioned actions.  As used herein, the term "Continuing Director" means 
a member of the Board of Directors of the Company who was a member of the 
Board on January 26, 1997, or who subsequently became or becomes a member of 
the Board of Directors of the Company with the recommendation or approval of 
a majority of the Continuing Directors.  Continuing Directors do not include 
any Acquiring Person or affiliate or associate of an Acquiring Person.  A 
summary of the Rights and the Rights Agreement, as amended, follows.

     On January 27, 1997, the Board of Directors of Otter Tail Power Company 
(the "Company"), declared a dividend of one preferred share purchase right (a
"Right") per share for each outstanding share of Common Stock, par value 
$5.00 (the "Common Shares"), of the Company.  The dividend was payable on 
February 7, 1997 (the "Record Date") to shareholders of record on that date.

     Each Right entitles the registered holder to purchase from the Company 
one one-hundredth of a share of Series A Junior Participating Preferred 
Stock, without par value (the "Preferred Shares"), of the Company at a price 
of $70.00 per one-hundredth of a Preferred Share (the "Purchase Price"), 
subject to adjustment.  The description and terms of the Rights are set forth 
in the Rights Agreement.

     Initially, the Rights will be evidenced by the certificates representing 
Common Shares then outstanding and no separate Right Certificates will be 
distributed.  The Rights will separate from the Common Shares, and a 
Distribution Date for the Rights will occur upon the earlier of:  (i) the 
first date of public announcement that a Person or group of affiliated or 
associated Persons has become an "Acquiring Person" (i.e., has become, 
subject to certain exceptions, the beneficial owner of 15% or more of the 
outstanding Common Shares) (except pursuant to a Permitted Offer, as 
hereinafter defined) and (ii) the 10th day following the commencement or 
public announcement of a tender offer or exchange offer, the consummation of 
which would result in a Person or group of affiliated or associated Persons 
becoming, subject to certain exceptions, the beneficial owner of 15% or more 
of the outstanding Common Shares (or such later date as may be determined by 
the Board of Directors of the Company prior to a Person or group of 
affiliated or associated Persons becoming an Acquiring Person) (the earlier 
of such dates being called the "Distribution Date").
		
     Until the Distribution Date, (i) the Rights will be evidenced by the 
Common Share certificates and will be transferred with and only with the 
Common Shares, (ii) new Common Share certificates issued after the Record 
Date upon transfer or new issuance of the Common Shares will contain a 
notation incorporating the Rights Agreement by reference, and (iii) the 
surrender for transfer of any Common Share certificate, even without such 
notation or a copy of the Summary of Rights attached thereto, will also 
constitute the transfer of the Rights associated with the Common Shares 
represented by such certificate.

     As promptly as practicable following the Distribution Date, separate 
certificates evidencing the Rights ("Right Certificates") will be mailed to 
holders of record of the Common Shares as of the close of business on the 
Distribution Date, and such separate Right Certificates alone will evidence 
the Rights.

     The Rights are not exercisable until the Distribution Date.  The Rights 
will expire on January 27, 2007, unless extended or earlier redeemed or 
exchanged by the Company as described below.

     The Purchase Price payable and the number of Preferred Shares or other 
securities or property issuable upon exercise of the Rights are subject to 
adjustment from time to time to prevent dilution: (i) in the event of a stock 
dividend on, or a subdivision, combination or reclassification of, the 
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of 
certain rights, options or warrants to subscribe for or purchase Preferred 
Shares or convertible securities at less than the then current market price 
of the Preferred Shares, or (iii) upon the distribution to holders of the 
Preferred Shares of evidences of indebtedness or assets (excluding regular 
periodic cash dividends or dividends payable in Preferred Shares) or of 
subscription rights or warrants (other than those described in clause (ii) of 
this paragraph).   With certain exceptions, no adjustment in the Purchase 
Price will be required until cumulative adjustments require an adjustment of 
at least 1% in the Purchase Price.  

     No fraction of a Preferred Share (other than fractions in integral 
multiples of one one-hundredth of a share) will be issued and, in lieu 
thereof, an adjustment in cash will be made based on the closing price on the 
last trading date prior to the date of exercise.

     The number of outstanding Rights and the number of one one-hundredths of 
a Preferred Share issuable upon exercise of each Right are also subject to 
adjustment in the event of a stock split of the Common Shares or a stock 
dividend on the Common Shares payable in Common Shares or subdivisions, 
consolidations or combinations of the Common Shares occurring, in any such 
case, prior to the Distribution Date.

     Preferred Shares purchasable upon exercise of the Rights will not be 
redeemable.  Each Preferred Share will be entitled to a minimum preferential 
quarterly dividend payment of $.01 per share but will be entitled to an 
aggregate dividend of 100 times the dividend declared per Common Share.  In 
the event of liquidation, the holders of the Preferred Shares will be 
entitled to a minimum preferential liquidation payment of $.01 per share but 
will be entitled to an aggregate payment of 100 times the payment made per 
Common Share.  Finally, in the event of any merger, consolidation or other 
transaction in which Common Shares are exchanged, each Preferred Share will 
be entitled to receive 100 times the amount received per Common Share.  These 
rights are subject to adjustment in the event of a stock dividend on the 
Common Shares or a subdivision, combination or consolidation of the Common 
Shares.

     In the event that a person or group becomes an Acquiring Person (except 
pursuant to a Permitted Offer (as defined below)), each holder of a Right, 
other than the Acquiring Person or the affiliates, associates or transferees 
thereof (whose Rights will thereafter be void), will thereafter have the 
right to receive upon exercise thereof at the then current exercise price of 
the Right that number of Common Shares having a market value of two times the 
exercise price of the Right, subject to certain possible adjustments.

     In the event that the Company is acquired in certain mergers or other 
business combination transactions or 50% or more of the assets or earning 
power of the Company and its subsidiaries (taken as a whole) are sold after a 
person or group becomes an Acquiring Person (except pursuant to a Permitted 
Offer (as defined below)), holders of the Rights will thereafter have the 
Right to receive, upon exercise thereof at the then current exercise price of 
the Right, that number of Common Shares of the acquiring company (or, in 
certain cases, one of its Affiliates) having a market value of two times the 
exercise price of the Right.

     A "Permitted Offer" is a tender offer or an exchange offer for all 
outstanding Common Shares of the Company at a price and on terms determined 
by a majority of the Board of Directors of the Company who are not officers 
of the Company and who are not Acquiring Persons or affiliates or associates 
of an Acquiring Person and after receiving advice from one or more investment 
banking firms, to be (a) fair to shareholders (taking into account all 
factors which the Board of Directors deems relevant) and (b) otherwise in the 
best interests of the Company and its shareholders, employees, customers, 
suppliers and creditors and the communities in which the Company does 
business, and which the Board of Directors determines to recommend to the 
shareholders of the Company.

     At any time after a Person becomes an Acquiring Person (subject to 
certain exceptions), and prior to the acquisition by a Person of 50% or more 
of the outstanding Common Shares, the Board of Directors of the Company may 
exchange all or part of the Rights for Common Shares at an exchange ratio of 
one Common Share per Right, subject to adjustment.

     At any time before a Person has become an Acquiring Person, the Board of 
Directors of the Company may redeem the Rights in whole, but not in part, at 
a price of $.01 per Right (the "Redemption Price"), subject to adjustment.  
The redemption of the Rights may be made effective at such time, on such 
basis and with such conditions as the Board of Directors of the Company may, 
in their sole discretion, establish.

     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.

     This summary description of the Rights does not purport to be complete 
and is qualified in its entirety by reference to the Rights Agreement, a copy 
of which is filed as an Exhibit hereto and is incorporated herein by 
reference.


Item 7.   Financial Statements and Exhibits
- --------------------------------------------

    (c)   Exhibits

     4    Rights Agreement dated as of January 27, 1997 between the Company
          and Norwest Bank Minnesota, National Association, as Rights Agent,
          which includes as Exhibit B thereto the form of Right Certificate
          (incorporated by reference to Exhibit 1 to the Registrant's 
          Registration Statement on Form 8-A filed January 28, 1997).

     4.1  Amendment No. 1 dated as of August 24, 1998 to the Rights
          Agreement, dated as of January 27, 1997, between the Company and
          Norwest Bank Minnesota, National Association, as Rights Agent.


Signature
- ---------

     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.


                                     OTTER TAIL POWER COMPANY
Date: September 29, 1998
      -------------------


                                     By /s/ Jay D. Myster
                                        -----------------------
                                        Jay D. Myster
                                        Senior Vice President, Governmental 
                                          and Legal and Corporate Secretary
    


                                 EXHIBIT INDEX
                                 -------------

Exhibit    Description of Exhibit         
- -------    ---------------------- 


   4      Rights Agreement dated as of January 27, 1997 between the Company 
          and Norwest Bank Minnesota, National Association, as Rights Agent,
          which includes as Exhibit B thereto the form of Right Certificate
          (incorporated by reference to Exhibit 1 to the Registrant's 
          Registration Statement on Form 8-A filed January 28, 1997).

   4.1    Amendment No. 1 dated as of August 24, 1998 to the Rights Agreement,
          dated as of January 27, 1997, between the Company and Norwest Bank
          Minnesota, National Association, as Rights Agent.
                 

EX-4

                                                              EXHIBIT 4.1

                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     This Amendment No. 1 dated as of August 24, 1998 (this "Amendment") 
is between OTTER TAIL POWER COMPANY, a Minnesota corporation (the "Company"), 
and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (the "Rights Agent").

     WHEREAS, the Company and the Rights Agent are parties to a Rights 
Agreement dated as of January 27, 1997 (the "Rights Agreement");

     WHEREAS, the Rights Agreement may be amended subject to the procedures
set forth in Section 27 thereof; and

     WHEREAS, a majority of the Continuing Directors (as defined in the 
Rights Agreement) has approved the amendment of the Rights Agreement set
forth herein and the Company has provided the Rights Agent with a certificate
evidencing such approval.

     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

     1.     Amendment of Section 1.  Section 1 of the Rights Agreement is 
amended to delete the definition of "Continuing Director" in its entirety.

     2.     Amendment of Section 11(o).  Section 11(o) of the Rights 
Agreement is amended to read in its entirety as follows:

           (o)     The Company covenants and agrees that, after the 
     Distribution Date, it will not, except as permitted by Section 23, 24
     or 27, take (or permit any Subsidiary of the Company to take) any action
     if at the time such action is taken it is reasonably foreseeable that
     such action will diminish substantially or otherwise eliminate the
     benefits intended to be afforded by the Rights unless such action is
     approved by a majority of the Board of Directors of the Company.

     3.    Amendment of Section 23.  Section 23 of the Rights Agreement is
amended to read in its entirety as follows:

           Section 23.  Redemption.
                        -----------

          (a)    At least a majority of the Board of Directors of the Company
     may, at their option, at any time prior to the earlier of (i) the Shares
     Acquisition Date or (ii) the Final Expiration Date, redeem all but not
     less than all of the then outstanding Rights at a redemption price of 
     $.01 per Right, appropriately adjusted to reflect any stock split, stock
     dividend or similar transaction occurring after the date of this Agree-
     ment (such redemption price being hereinafter referred to as the 
     "Redemption Price").  The redemption of the Rights by the Board of 
     Directors of the Company may be made effective at such time and on such
     basis and with such conditions as the Board of Directors of the Company
     in their sole discretion may establish.  The Company may, at its option,
     pay the Redemption Price in cash, Common Shares (based on the "current
     market price", as defined in Section 11(d)(i), of the Common Shares at
     the time of the redemption) or any other form of consideration deemed
     appropriate by a majority of the Board of Directors of the Company; 
     provided, however, that if the Company elects to pay the Redemption 
     Price in Common Shares, the Company shall not be required to issue any
     fractional Common Shares, and the number of shares issuable to each 
     holder of Rights shall be rounded down to the next whole number.

          (b)    Immediately upon the action of the Board of Directors of the
     Company ordering the redemption of the Rights pursuant to paragraph (a)
     of this Section 23, and without any further action and without any 
     notice, the right to exercise the Rights will terminate and the only 
     right thereafter of the holders of Rights shall be to receive the 
     Redemption Price.  The Company shall promptly give public notice of any
     such redemption; provided, however, that the failure to give, or any 
     defect in, any such notice shall not affect the validity of such 
     redemption.  Within ten days after such action of the Board of Directors
     ordering the redemption of the Rights, the Company shall mail a notice
     of redemption to all the holders of the then outstanding Rights at their
     last addresses as they appear upon the registry books of the Rights 
     Agent or, prior to the Distribution Date, on the registry books of the
     transfer agent for the Common Shares.  Any notice which is mailed in the
     manner herein provided shall be deemed given, whether or not the holder
     receives the notice.  Each such notice of redemption will state the 
     method by which the payment of the Redemption Price will be made.  
     Neither the Company nor any of its Affiliates or Associates may redeem,
     acquire or purchase for value any Rights at any time in any manner other
     than that specifically set forth in this Section 23 or in Section 24, 
     and other than in connection with the purchase of Common Shares prior 
     to the Distribution Date.

     4.     Amendment of Sections 24(a) and 24(b).  Sections 24(a) and 24(b) 
of the Rights Agreement are amended to read in their entirety as follows:

            Section 24.  Exchange.
                         ---------

         (a)    At least a majority of the Board of Directors of the Company 
     may, at their option, at any time after any Person becomes an Acquiring
     Person, exchange all or part of the then outstanding and exercisable 
     Rights (which shall not include Rights that have become void pursuant to
     the provisions of Section 7(e)), for Common Shares at an exchange ratio
     of one Common Share per Right, appropriately adjusted to reflect any 
     stock split, stock dividend or similar transaction occurring after the
     date of this  Agreement, (such exchange ratio being hereinafter referred
     to as the "Exchange Ratio").  Notwithstanding the foregoing, the Board
     of Directors of the Company shall not be empowered to effect such 
     exchange at any time after any Person (other than an Exempt Person) 
     together with all Affiliates and Associates of such Person, becomes the
     Beneficial Owner of 50% or more of the Common Shares then outstanding.

         (b)   Immediately upon the action of the Board of Directors of the
     Company ordering the exchange of any Rights pursuant to paragraph (a) of
     This Section 24 and without any further action and without any notice, 
     the right to exercise such Rights shall terminate and the only right
     thereafter of a holder of such Rights shall be to receive that number of
     Common Shares equal to the number of such Rights held by such holder
     multiplied by the Exchange Ratio.  The Company shall promptly give 
     public notice of any such exchange; provided, however, that the failure 
     to give, or any defect in, such notice shall not affect the validity of
     such exchange.  The Company promptly shall mail a notice of any such
     exchange to all of the holders of such Rights at their last addresses 
     as they appear upon the registry books of the Rights Agent.  Any notice
     which is mailed in the manner herein provided shall be deemed given,
     whether or not the holder receives the notice.  Each such notice of
     exchange will state the method by which the exchange of the Common Shares
     for Rights will be effected and, in the event of any partial exchange, 
     the number of Rights which will be exchanged.  Any partial exchange 
     shall be effected pro rata based on the number of outstanding and
     exercisable Rights (other than Rights which have become void pursuant
     to the provisions of Section 11(a)(ii)) held by each holder of Rights.

     5.     Amendment of Section 27.  Section 27 of the Rights Agreement 
is amended to read in its entirety as follows:


            Section 27.  Supplements and Amendments. 
                         ---------------------------

          Prior to the Distribution Date and subject to the penultimate 
     sentence of this Section 27, the Company and the Rights Agent shall, if
     the Company so directs, supplement or amend any provisions of this 
     Agreement without the approval of any holders of certificates represent-
     ing Common Shares.  From and after the Distribution Date and subject to
     the penultimate sentence of this Section 27, the Company and the Rights
     Agent shall, if the Company so directs, supplement or amend this 
     Agreement without the approval of any holders of Rights Certificates in
     order (i) to cure any ambiguity, (ii) to correct or supplement or amend
     any provision contained herein which may be defective or inconsistent
     with any other provisions herein, (iii) to shorten or lengthen any time
     period hereunder or (iv) to change or supplement the provisions
     hereunder in any manner which the Company may deem necessary or 
     desirable and which shall not adversely affect the interests of the 
     holders of Rights Certificates (other than an Acquiring Person or an
     Affiliate or Associate of an Acquiring Person); provided, this Agreement
     may not be supplemented or amended to lengthen, pursuant to clause (iii)
     of this sentence, (A) a time period relating to when the Rights may be
     redeemed at such time as the Rights are not then redeemable, or (B) any
     other time period unless such lengthening is for the purpose of 
     protecting, enhancing or clarifying the rights of, and/or the benefits
     to, the holders of Rights (other than an Acquiring Person and its 
     Affiliates and Associates).  Upon delivery of a certificate from an
     appropriate officer of the Company which states that the proposed
     supplement or amendment has been approved by a majority of the Board of
     Directors of the Company and is in compliance with the terms of this 
     Section 27, the Rights Agent shall execute such supplement or amendment.
     Prior to the Distribution Date, the interests of the holders of Rights
     shall be deemed coincident with the interests of the holders of Common
     Shares.

     6.    Amendment of Paragraph 14 of Exhibit C.  Paragraph 14 of Exhibit C 
to the Rights Agreement is amended to read in its entirety as follows:

           At any time after a Person becomes an Acquiring Person (subject to
     Certain exceptions), and prior to the acquisition by a Person of 50% or
     more of the outstanding Common Shares, the Board of Directors of the
     Company may exchange all or part of the Rights for Common Shares at an
     exchange ratio of one Common Share per Right, subject to adjustment.

     7.    Amendment of Paragraph 15 of Exhibit C.  Paragraph 15 of Exhibit C 
to the Rights Agreement is amended to read in its entirety as follows:

           At any time before a Person has become an Acquiring Person, the 
     Board of Directors of the Company may redeem the Rights in whole, but
     not in part, at a price of $.01 per Right (the "Redemption Price"),
     subject to adjustment.  The redemption of the Rights may be made 
     effective at such time, on such basis and with such conditions as such
     Board of Directors of the Company may, in their sole discretion,
     establish.

     8.    Deletion of Paragraph 16 of Exhibit C.  Paragraph 16 of Exhibit C 
to the Rights Agreement is deleted in its entirety.

     9.    Effectiveness.  This Amendment shall be deemed effective as of 
August 24, 1998 as if executed by both parties on such date.  Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.

    10.    Miscellaneous.  This Amendment shall be deemed to be a contract 
made under the laws of the state of Minnesota and for all purposes shall be
governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument.  If any
term, provision, covenant or restriction of this Amendment is held by a court
of competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and 
restrictions of this Amendment shall remain in full force and effect and 
shall in no way be affected, impaired or invalidated.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.


                                       OTTER TAIL POWER COMPANY


                                          /s/ Jay D. Myster
                                       ------------------------  
                                       Jay D. Myster
                                       Senior Vice President, Governmental 
                                         and Legal and Corporate Secretary




                                       NORWEST BANK MINNESOTA,
                                         NATIONAL ASSOCIATION


                                       By     /s/ Barbara M. Novak
                                           ----------------------- 
                                       Its Vice President