SecProbe.io

Mail Stop 3561
     September 8, 2009
 David R. Emery Chairman, President and Chief Executive Officer Black Hills Corporation 625 Ninth Street Rapid City, SD 57701
  Re: Black Hills Corporation
   Form 10-K for Fiscal Year Ended December 31, 2008
   Filed March 2, 2009   Proxy Statement on Schedule 14A    Filed April 7, 2009    Form 10-Q for the Fisc al Quarter Ended March 31, 2009
   Filed May 11, 2009    Form 10-Q for the Fisc al Quarter Ended June 30, 2007
   Filed August 10, 2007
   File No. 001-31303

Dear Mr. Emery:

We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so, and also explain to us in  detail sufficient for an understanding of your
disclosure how you intend to comply by providing us with your proposed revisions.  If you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.
After reviewing this information, we may raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

David R. Emery
Black Hills Corporation September 8, 2009
Page 6  Form 10-K for Fiscal Year Ended December 31, 2008

 Items 7 and 7A. Management’s Discussion and Analysis of Financial Condition and
Results of Operations and Quantitative and Qualitative Disclosures about Market Risk,
page 59

Critical Accounting Policies, page 83

1. Please revise to describe the material implications of uncertainties  associated with
the methods, assumptions and estimate s underlying your critical accounting
measurements that have had or that you reasonably expect will have a material
impact on financial conditi on and operating performan ce and on the comparability
of reported information among periods.  Y our disclosures should supplement, not
duplicate, the accounting policies disclo sed in the notes to the financial
statements.  For example, you should analyze to the extent material, such factors
as how you arrived at each estimate, how accurate the estimate/assumption has
been in the past, how much  the estimate/assumption has changed in the past and
whether the estimate/assumption is reasonably likely to change in the future.  We
would expect you to provide quantitative as  well as qualitativ e disclosure when
quantitative information is reasonably availa ble and to provide greater insight into
the quality and variabilit y of information regardi ng financial condition and
operating performance.  Also, since each critical accounting estimate and related
assumptions are based on matters that ar e uncertain or difficult to measure, you
should analyze and disclose their specific  sensitivity to change, based on other
outcomes that are reasonably likely to o ccur and would have a material effect.
Please refer to Item 303(a)(3)(ii) of Re gulation S-K as well as the Commission’s
Guidance Regarding Management’s Disc ussion and Analysis of Financial
Condition and Results of Operations.

Non Regulated Trading Activities, page 103

2. We note your disclosure of the non-GAAP measure of the fair value of your
energy marketing position on page 103.  Please disclose the reasons why you
believe the presentation of the non-GAAP m easure provides useful information to
investors.  Refer to Item 10(e )(1)(i)(B) of Regulation S-K.

Report of Independent Registered Public Accounting Firm, page 112

3. Please confirm to us that you received a manually signed copy of the audit opinion from the auditors.  In addition, pl ease include the conf orming signature in
future filings as required by Regulation S-T.

David R. Emery
Black Hills Corporation September 8, 2009
Page 6  Consolidated Statements of Common Stockhol der’s Equity and Comprehensive Income,
page 116

4. Please provide a more detailed analysis of the changes in each caption of stockholders’ equity in future filings.  The analysis should present all significant reconciling items, such as share-based compensation, tax effects of share-based
compensation, purchases of securities, sale s of securities and other issuances of
securities.  In addition, please include a reconciliation of the beginning and ending
shares of common stock and treasury stock.  Refer to Rule 3-04 of Regulation S-X.

Note (1)  Business Description and Summar y of Significant Accounting Policies, page
117

Regulatory Accounting, page 123

5. Please disclose regulatory assets not earning a return and their remaining recovery periods. Refer to paragraph 20 of SFAS 71.
 Note (4)  Investments in A ssociated Companies, page 139

6. Please tell us the nature and amounts of other items included in the investments line item in the consolidated balance sheets.
 Note (10)  Common Stock, page 145

Equity Compensation Plans, page 147

7. Please tell us your rationale for using a blend of historical and implied volatility of your stock price in 2006 as opposed to historical a nd implied volatility over a
period commensurate with the expected or  contractual term of the awards in
estimating the fair value of stock-based awards granted in 2006.  Refer to Question 2 of SAB Topic 14:D.1.

Dividend Restrictions, page 150

8. We note that you are required to maintain a minimum net worth under the most
restrictive covenants containe d in your credit facility ag reements.  As such, please
disclose the amount of retained earnings or net income restricted or free of
restrictions.  Refer to Rule 4-08(e)(1) of Regulation S-X.  Also, it appears your
consolidated subsidiaries are restricted from transf erring funds to you in the form
of loans, advances or cash dividends unde r the terms of your de bt agreements and
orders approved by regulatory agencies.  As such, tell us the amount of the
restricted net assets of your consolidated subsidiari es and how you compute the
amount.  If the restricted ne t assets of your consolidated subsidiaries exceed 25%
of consolidated net assets, please describe  the nature of the restrictions on the

David R. Emery
Black Hills Corporation September 8, 2009
Page 6
ability of consolidated subsidiaries to transfer funds to you, disclose the amount
of their restricted net assets as of the end of the most recently completed fiscal
year and provide Schedule I.  Refer to  Rules 4-08(e)(3) and 5-04 of Regulation S-
X.
 Note (14)  Income Taxes, page 152

9. Please tell us what deferred taxes associ ated with the IPP tr ansaction and property
basis differences in the table at the top of page 154 (which reconciles the change
in the net deferred income tax liability  to deferred income tax expense from
continuing operations) represent and how  the amounts are classified in the
financial statements.  In addition, please te ll us how to reconcile the change in the
net deferred income tax liability to the am ount reported in the statements of cash
flows.

10. Please tell us how the liability for unrecogni zed tax benefits disc losed in the table
on page 155 is classified in your conso lidated balance sheets.  In addition , please
show us how to reconcile unrecognized tax benefits to the liability for unrecognized tax
benefits disclosed in the table of contractua l obligations and commitments on page
96.

Exhibits

11. Please tell us why you are not required to  file the consent of Ralph E. Davis
Associate, Inc. in regard to the 2006 re serve report disclosed in Note (22)
beginning on page 175.
 Exhibit 23.1

12. Please confirm to us that you received a manually signed copy of the consent from the auditors.  In ad dition, please include the conf orming signature in future
filings as required by Regulation S-T.
 Proxy Statement on Schedule 14A

Components of Executive Compensation, page 13

13. We note that you disclose the percentage  of each component of total target
compensation in 2008.  Disclose whether these amounts provided total direct
compensation at the median of the market , as you indicate on page 12 is your
goal.

David R. Emery
Black Hills Corporation September 8, 2009
Page 6  Long-Term Incentive, page 16

14. We note the disclosure you provide at the top of page 17, where you provide a
table of the approved long-term co mpensation amounts and transaction
completion bonuses.  Please revise to disc uss how these amounts correlate to the
amounts you disclose in the table at the bot tom of the same page with respect to
restricted shares granted.
 Security Ownership of Management and Principal Shareholders, page 41

15. We note your disclosure of the holding s of Barclays Global Investors, NA,
Barclays Global Fund Advisors and Barclays Global Investors, Ltd . et al.   Please
provide the full name of principal sharehol ders and avoid terms like “et al.”  In
this regard, we could not locate th e Schedule 13G filed on February 5, 2009
referenced in your foot note.  Please advise.

Form 10-Q for the Fiscal Quarter Ended March 31, 2009

16. We note your footnote on page 5 of Exhi bit 10, the Third Amended and Restated
Credit Agreement, stating that “The Sche dules and Exhibits have been excluded
from this filing and will be furnished to the SEC upon request .”  We also note
similar language on  page  V of Exhibit 10.3, the Credit Agreement dated as of
May 7, 2007, filed with your Form 10-Q for the fiscal quarter ended June 30, 2007.  With your next current or periodic re port, please file complete copies of
these agreements, including all exhibits , attachments and schedules to these
agreements or advise why you are not requir ed to file these documents.  Please
also acknowledge that in future filings  you will provide these documents with
your exhibits rather than consenti ng to provide them upon our request.

*****

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Detailed cover letters gr eatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filings to be certain that the filings includes all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

David R. Emery
Black Hills Corporation September 8, 2009 Page 6
  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Tony Watson, Account ant, at (202) 551-3318 or William
Thompson, Accounting Branch Chief, at (202)  551-3344, if you have questions regarding
comments on the financial statements and related matters.  Please contact Scott Anderegg, Staff Attorney, at (202) 551-3342, or  Mara Ransom, Legal Branch Chief, at
(202) 551-3264 or me at (202) 551- 3720 with any other questions.

Sincerely,
    H. Christopher Owings
Assistant Director