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Proc-Type: 2001,MIC-CLEAR
Originator-Name: keymaster@town.hall.org
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MIC-Info: RSA-MD5,RSA,
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 YDaMrbxVfh9A2I3J2GDFZA==

<IMS-DOCUMENT>0000066756-95-000006.txt : 19950224
<IMS-HEADER>0000066756-95-000006.hdr.sgml : 19950224
ACCESSION NUMBER:		0000066756-95-000006
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19950223
ITEM INFORMATION:		Other events
FILED AS OF DATE:		19950223
SROS:			AMEX
SROS:			NYSE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MINNESOTA POWER & LIGHT CO
		CENTRAL INDEX KEY:			0000066756
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				410418150
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03548
		FILM NUMBER:		95514673

	BUSINESS ADDRESS:	
		STREET 1:		30 W SUPERIOR ST
		CITY:			DULUTH
		STATE:			MN
		ZIP:			55802
		BUSINESS PHONE:		2187222641

	MAIL ADDRESS:	
		STREET 1:		30 W SUPERIOR STREET
		CITY:			DULUTH
		STATE:			MN
		ZIP:			55802
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<TEXT>

<PAGE>
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC   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) - February 23, 1995



                       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

<PAGE>
Item 5.  Other Events.

MINNESOTA POWER & LIGHT COMPANY AND ADESA ANNOUNCE DEFINITIVE MERGER AGREEMENT

     Minnesota Power & Light Company (MPL-NYSE) and ADESA Corporation (SOLD-
NASDAQ) today announced that their respective boards of directors approved and 
the parties have signed a definitive merger agreement.

     On January 5, 1995, Minnesota Power and ADESA jointly announced that they 
had entered into a letter of intent outlining terms of a merger under which 
ADESA will become an 80 percent-owned subsidiary of Minnesota Power & Light 
Company. Pursuant to the proposed merger, all shareholders of ADESA, other than 
certain officers with respect to a portion of their shares, will receive 
$17.00 in cash for each share of their ADESA common stock. The merger is 
subject to approval by ADESA's shareholders and the satisfaction of 
various other customary conditions.

     ADESA Corporation owns and operates auto auctions and performs related 
services, through which used cars and other vehicles are sold to franchised 
automobile dealers and licensed used car dealers.

     Minnesota Power is a diversified utility company headquartered in Duluth, 
Minnesota.
                                 - 1 -

<PAGE>
                              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)






February 23, 1995                                D. G. Gartzke
                                   -------------------------------------------
                                                 D. G. Gartzke
                                        Senior Vice President - Finance
                                          and Chief Financial Officer

                                 - 2 -


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