SecProbe.io

June 13, 2013

Via E-mail
Anthony S . Cleberg
Executive Vice President and
Chief Financial Officer
Black Hills Corporation
625 Ninth Street
Rapid City , South Dakota  57701

Re: Black Hills Corporation
 Form 10-K for Fiscal Year Ended December 31 , 2012
Filed February 25 , 2013
File No. 1-31303

Dear Mr. Cleberg :

We have reviewed your filing and have the following comment s.   In some of our
comment s, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you d o not believe our comment s apply  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these commen ts, we may have  additional comments.

Form 10 -K for Fiscal Y ear Ended December 31, 20 12

Summary of Oil and Gas Reserve Data, page 36

Proved Reserves, page 38

1. In comparing the disclosure on pages 38 and 174 to the reserves report filed as Ex hibit
99, it appears that you have included the net quantities classified as proved developed
non-producing in the Exhibit as proved undeveloped reserves on pages 38 and 174.
Please revise or advise.

2. Revise the tables on pages  38 through 40 and elsewher e on pages 86 and 174 through 175
to present natural gas liquid reserves .  See FASB ASC paragraph 932-235-50-4 regarding
the separate disclosure of reserve quantify information for natural gas liquids.  In that

Anthony S. Cleberg
Black Hills Corporation
June 13 , 2013
Page 2

 regard, the staff views natural gas liquids a s a separate product type under Item
1202(a)(1) and (2) of Regulation S -K.

Production Volumes, page 41

3. We note your disclosure with respect to the net quantities of natural gas liquids (NGLs)
production is presented variously as equivalent gas volumes on  page 41 , as production
excluding NGLs on pages 39 through 40 and 174  and as separate quantities of NGLs on
page 85 .  As Item 1204(a) of Regulation S -K requires disclosure by final product sold of
oil, gas, and other products, please advise or revise your disclosure relating to NGL
production volumes to be on a consistent basis throughout your filing.

4. Please advise or expand your disclosure of production on page 41 to comply with the
requirements set forth in Item 1204(a) of Regulation S -K to provide discl osure for each
field that contains 15% or more of the Company’s total proved reserves.

Other Information, page 42

5. We note your disclosure on page 85 of the average price received per gallon of natural
gas liquids (NGLs)  sold.  Please advise or expand your  disclosure of the average
wellhead prices used in the determination of the reserves provided on page 42 to include
the price for NGLs.

Oil and Gas Reserves (Unaudited), page 17 3

Reserves, page 173

6. We note the followi ng from your disclosure:

 On page 175 you disclose that you invested $5.7 million to develop PUD
locations  in 2012 ; however, the table on that page indicates  $4.9 million of future
development costs were incurred for PUD locations.

 On page 175 your disc losure is limited to the 3 gross PUD locations drilled in the
Williston Basin during 2012; however, the table on page 43 indicates that in
addition to wells drilled in the Williston Basin during 2012, you also drilled
productive development and exploratory  wells in the Powder River and Piceance
Basins.

 On page 175 your disclosure is limited to the 1.4 Bcfe of proved reserves that you
converted or added in the Williston basin; however, the table on page 39 discloses
your total 2012 additions from extensions  and discoveries were 5.6 Bcfe.

Please advise or expand you disclosure to reconcile the difference in the capital amounts
invested and the net reserve additions and changes relating to your drilling activities

Anthony S. Cleberg
Black Hills Corporation
June 13 , 2013
Page 3

 during 2012 as required under Item 1203 of Regulation S -K and FASB ASC paragraph
932-235-50-5.

Standardized Measure of Discounted Future Net Cash Flows, page 176

7. Your disclosure of the standardized measure of discounted future net cash flows for each
of the periods presented on page 176 does not appear to include the cost associated with
the abandonment of your oil and gas assets as part of the future development costs.
Please tell us how you have considered the inclusion of such costs in the preparation of
the standardized measure relating to yo ur proved oil and gas reserve quantities.  R efer to
the guidance provided by the Division of Corporation Finance at
http://www.sec.gov/divisions/corpfin/guidance/oilgasletter.htm .

Exhibit 99

8. We note the following:

 The reserve report lacks a tabular gra nd summary of the reserve and income data
relating to the summation of the individual reserve reports contained therein.

 The reserve report addresses the evaluation of all interests for Black Hills Gas
Exploration and Production, Inc.; however, Exhibit 21 does not list a subsidiary
with this name as part of the Black Hills Corporation.

 The net quantities of reserve and income data presented in the reserves report for
the entity Black Hills Exploration and Production, Inc. do not correspond to the
quanti ties attributed to Black Hills Exploration and Production, Inc. (BHEP) on
page 36 and elsewhere on pages 120 and 173 of the filing.

Please obtain and file an amended reserves report that addresses or clarifies each of these
points as part of the requireme nts relating to the summary of the third party’s conclusions
under Item 1202(a)(8)(ix).

9. We note the operating income (BFIT) shown in the reserves report for the entity Black
Hills Exploration and Production, Inc. includes revenue attributable to a 44.7%
ownership of the Newcastle Gas Processing Plant.  Please tell us what portion of the plant
revenue is for processing gas owned by Black Hills Exploration and Production, Inc. to
the Company’s interest.  Also quantify for us the net amounts of the proved reserves
disclosed in the report attributable to Black Hills Exploration and Production, Inc.
ownership in the Newcastle Gas Processing Plant.

10. Please tell us if any of the  natural gas or oil reserve quantities presented in the reserves
reports include natural gas liquid reserves (NGLs) and if so, how you have considered the
requirements contained in FASB ASC paragraph 932 -235-50-4 regarding the separate
disclosure of reserv e quantify information for natural gas liquids.

Anthony S. Cleberg
Black Hills Corporation
June 13 , 2013
Page 4

11. We note several references in each of the reserve reports to additional information that
are not included in Exhibit 99 such as:

 “The detailed forecasts of reserves and economics are presented in the attac hed
tables. Tables I -Proved, I -PDP, I -PDNP and I -PUD are summaries of the reserves
and associated economics by reserve category.  Under tabs by reserve category,
these tables are then presented along with corresponding Table II's, which are
summaries of th e ultimate recovery, gross and net reserves, ownership, revenue,
expenses, investments, net income and discounted cash flows for the individual
wells in each Table I.  These tables are sorted by state and then lease/well name.”

 “Page 1 of the Appendix exp lains the type of data in these tables.”

 “The methods employed in estimating reserves are described in page 2 of the
Appendix.”

 “The proved reserve classifications conform to criteria of the Securities and
Exchange Commission as defined in pages 3 -4 of the Appendix.”

Please advise or obtain and file an amend ed Exhibit 99 to includ e the referenced
information .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy o f the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or chan ges 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.

Anthony S. Cleberg
Black Hills Corporation
June 13 , 2013
Page 5

 You may contact Tony Watson, Accountant,  at (202) 551 -3318  or John Hodgin,
Petroleum Engineer, at (202) 551 -3699 if you have questions regarding our comments.  Please
contact me at (202) 551 -3849  with any  other questions.

Sincerely,

 /s/ Jim Allegretto

Jim Allegretto
Senior Assistant  Chief  Accountant