
                                            Registration Statement No. 33-38700
 ______________________________________________________________________________
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                
                       POST-EFFECTIVE AMENDMENT NO. THREE

                                       TO

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933



                          NORTHERN STATES POWER COMPANY
                                        
             (Exact name of registrant as specified in its charter)
                                        
MINNESOTA                                             41-0448030
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)


414 Nicollet Mall  Minneapolis, Minnesota                          55401
(Address of principal executive offices)                         (Zip Code)


                 EXECUTIVE LONG-TERM INCENTIVE AWARD STOCK PLAN
                              (Full title of plan)

      John P. Moore Jr.                       Peter D. Clarke
     Corporate Secretary                Gardner, Carton & Douglas
Northern States Power Company             321 North Clark Street
      414 Nicollet Mall                         Suite 3400
Minneapolis, Minnesota  55401            Chicago, Illinois  60610
       (612)-330-5500                         (312) 245-8685

(Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
______________________________________________________________________________

                         CALCULATION OF REGISTRATION FEE
                                        
                                        
                                        
               Additional    Proposed     Proposed
Title of each    Amount      maximum   maximum     Amount of
  class of        being      offering    aggregate   registration
 securities                   price                    
    being      registered   per share     offering       fee
 registered                                price


Common Stock,
Par Value
$2.50 Per        147,192        *            *            *
Share             shs.


*    Pursuant to Rule 416(b), no registration fee is required to
increase the number of shares being registered as a result of a stock split.

     Amending the Registration Statement pursuant to Rule 416(b) to increase the
number of shares of common stock registered by this Registration Statement from
1,125,000 shares to 1,272,192 shares.
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
               
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents,  as  filed with  the  Securities  and  Exchange
Commission, are incorporated herein by reference:
      (i)   Northern States Power Company's (the "Registrant") Annual Report  on
Form 10-K for the year ended December 31, 1997;
      (ii)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and
     (iii)     The Registrant's Current Reports on Form 8-K dated March 4, 1998,
March 5, 1998, March 5, 1998, March 16, 1998, April 22, 1998 and April 23, 1998.

      All documents filed by the Registrant pursuant to Section 13(a),13(c),  14
or  15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after  the
date  thereof  and  prior  to  the filing of a post-effective  amendment,  which
indicates  that  all of the securities offered hereby have been  sold  or  which
deregisters  all  such  securities remaining  unsold,  shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the date of filing
such documents.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

      The consolidated historical financial statements of NSP as of December 31,
1997  and 1996 and for each of the three years in the period ended December  31,
1997  incorporated in this Registration Statement by reference to  NSP's  Annual
Report  on  Form  10-K  for  the year ended December  31,  1997,  have  been  so
incorporated  in  reliance upon the report of Price Waterhouse LLP,  independent
accountants,  given  on the authority of said firm as experts  in  auditing  and
accounting.

      Gary  R.  Johnson,  Esquire, General Counsel of NSP, will  pass  upon  the
legality  of  the shares of NSP Common Stock to be issued under the  plan.   Mr.
Johnson is the beneficial owner of 34,996 shares of NSP Common Stock.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 302A.521 of Minnesota Statutes permits indemnification of officers
and  directors  of domestic or foreign corporations under certain  circumstances
and  subject to certain limitations.  Pursuant to authorization contained in the
Restated Articles of Incorporation, as amended, Article 4 of the Bylaws  of  the
Registrant  contains  provisions  of Section  302A.521  of  the  Statutes.   The
Registrant's Restated Articles of Incorporation also contain provisions limiting
the liability of the Registrant's directors in certain instances.

      The Registrant has obtained insurance policies indemnifying the Registrant
and  the  Registrant's directors and officers against certain civil  liabilities
and related expenses.

ITEM 8.   EXHIBITS.

EXHIBIT                DESCRIPTION
NO.

4.01     Copy  of Amended and Restated Executive Long-Term Incentive Award Stock
         Plan,  effective as of January 1, 1998 [filed as Exhibit 10.01  to  the
         Registrant's  Form 10-Q (file no. 1-3034) for the quarter  ended  March
         31, 1998 and incorporated by reference herein].
         
4.02     Restated  Articles of Incorporation, as amended [filed as Exhibit 3.01
         to  the Registrant's Form 10-Q (file No. 1-3034) for the quarter  ended
         March 31, 1992 and incorporated by reference herein].
         
4.03     By-laws  of  the  Company  [filed  as Exhibit  4.03  to  Post-Effective
         Amendment   No.   Six  to  Registration  Statement  No.   2-61264 and
         incorporated by reference herein].

5.01     Opinion of counsel.

23.01    Consent of independent accountants.

23.02    Consent of legal counsel (see Item 5.01).

24.01    Power of attorney.

ITEM 9.   UNDERTAKINGS.

A.   INDEMNIFICATION


     Insofar as indemnification for liabilities arising under the Securities Act
of  1933 may be permitted to directors, officers and controlling persons of  the
Registrant  pursuant to the provisions described in Item 6 above, or  otherwise,
the  Registrant  has  been advised that in the opinion  of  the  Securities  and
Exchange  Commission such indemnification is against public policy as  expressed
in  the  Act  and is, therefore, unenforceable.  In the event that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses incurred or paid by a director, officer or  controlling
person  of  the  Registrant in the successful defense of  any  action,  suit  or
proceeding)  is  asserted  by such director, officer or  controlling  person  in
connection with the securities being registered, the Registrant will, unless  in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to  a  court  of  appropriate jurisdiction the  question  whether  such
indemnification by it is against public policy as expressed in the Act and  will
be governed by the final adjudication of such issue.


B.   SUBSEQUENT EXCHANGE ACT DOCUMENTS.

      The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability under the Securities Act of 1933, as  amended,  each
filing  of  the Registrant's Annual Report pursuant to Section 13(a) or  Section
15(d)  of  the Securities Exchange Act of 1934 that is incorporated by reference
in  this  Registration  Statement  shall be deemed  to  be  a  new  registration
statement  relating to the securities offered herein, and the offering  of  such
securities  at  that time shall be deemed to be the initial bona  fide  offering
thereof.

C.   OTHER

     The undersigned Registrant hereby also undertakes:

      (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

           (i)  To include any  prospectus  required by Section 10(a)(3) of  the
Securities Act of 1933;

           (ii) To reflect in the Prospectus  any facts or events  arising after
the  effective  date  of the Registration Statement (or the  most  recent  post
effective  amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of  securities
offered  (if the total dollar value of securities offered would not exceed  that
which  was  registered)  and any deviation from the  low  or  high  end  of  the
estimated  maximum  offering range may be reflected in the  form  of  prospectus
filed  with  the  Commission pursuant to Rule 424(b) if, in the  aggregate,  the
changes  in volume and price represent no more than a 20% change in the  maximum
aggregate  offering  price set forth in the "Calculation  of  Registration  Fee"
table in the effective registration statement; and
          (iii)     To include any material information with respect to the plan
of  distribution not previously disclosed in the Registration Statement  or  any
material change to such information in the Registration Statement;
      provided,  however, that paragraphs 1(i) and 1(ii) do  not  apply  if  the
information  required  to  be included in a post-effective  amendment  by  those
paragraphs is contained in periodic reports filed by the Registrant pursuant  to
Section  13  or  Section 15(d) of the Securities Exchange Act of 1934  that  are
incorporated by reference in the Registration Statement.
      (2)   That,  for  the  purpose  of determining  any  liability  under  the
Securities Act of 1933, each such post-effective  amendment shall be  deemed  to
be  a new registration statement relating to the securities offered therein, and
the  offering of such securities at that time shall be deemed to be the  initial
bona fide offering thereof.
     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.


                                   SIGNATURES
                                        
THE REGISTRANT

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for filing on Form S-8 and has  duly  caused  this  Post
Effective Amendment No. Three to its Registration Statement to be signed on  its
behalf   by  the  undersigned,  thereunto  duly  authorized,  in  the  City   of
Minneapolis, and State of Minnesota, on the 20th day of May, 1998.

                              NORTHERN STATES POWER COMPANY
                              /s/ Edward J. McIntyre
                              By: Edward J. McIntyre Vice President and Chief
                                  Financial Officer
                                  
      Pursuant  to the requirements of the Securities Act of 1933,  as
amended, this  Post-Effective Amendment No. Three to its Registration
Statement has  been signed by the following persons in the capacities and on
the dates indicated.

SIGNATURE                TITLE                    DATE
/s/ James J. Howard*     Principal Executive
James J. Howard          Officer
                         and Director

/s/ Edward J. McIntyre*  Principal Financial
Edward J. McIntyre       Officer

/s/ Roger D. Sandeen*    Principal Accounting
Roger D. Sandeen         Officer

/s/ H. Lyman Bretting*   Director
H. Lyman Bretting

/s/ David A.             Director
Christensen*
David A. Christensen

/s/ W. John Driscoll*    Director
W. John Driscoll

/s/ Giannantonio         Director
Ferrari*
Giannantonio Ferrari

/s/ Richard M.           Director
Kovacevich*
Richard M. Kovacevich

/s/ Douglas W.           Director
Leatherdale*
Douglas W. Leatherdale

/s/ Margaret R. Preska*       Director
Margaret R. Preska

/s/ A. Patricia Sampson*      Director
A. Patricia Sampson


*By: /s/ Edward J. McIntyre                      May 20, 1998
 Edward J. McIntyre (attorney-in-fact)

                EXHIBIT INDEX
                                       
METHOD OF         EXHIBIT                DESCRIPTION
 FILING             NO.

   DT              5.01            Opinion of counsel.

   DT             23.01            Consent of independent accountants.

   DT             24.01            Power of attorney.



   DT = Filed electronically with direct transmission of this Form S-8.




