UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.


1 (a) NAME OF ISSUER

	BLACK HILLS CORPORATION


  (b) IRS IDENT. NO.

	46-0458824


  (c) S.E.C. FILE NO.

	001-31303

1 (d) ADDRESS OF ISSUER	STREET		CITY		STATE		ZIP CODE

	7001 MOUNT RUSHMORE ROAD	RAPID CITY	SD		57702


  (e) AREA CODE	NUMBER

	605	721-1700


2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

	DAVID R EMERY


  (b) RELATIONSHIP TO ISSUER

	OFFICER AND DIRECTOR


  (c) ADDRESS STREET       		CITY     	STATE    	ZIP CODE

	7001 MOUNT RUSHMORE ROAD	RAPID CITY	SD		57702



INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.


3 (a) Title of the Class of Securities To Be Sold

		Common

  (b) Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities

		Charles Schwab & Co. Inc.
		2309 Gracy Farms Ln, Austin, TX 78758


SEC USE ONLY	Broker-Dealer File Number


  (c) Number of Shares or Other Units To Be Sold (See instr. 3(c))

		2,143

  (d) Aggregate Market Value (See instr. 3(d))

		$148,789

  (e) Number of Shares or Other Units Outstanding (See instr. 3(e))

		59,974,620

  (f) Approximate Date of Sale  (See instr. 3(f)) (MO.   DAY   YR.)

		02/13/2019

  (g) Name of Each Securities Exchange  (See instr. 3(g))

		NYSE


INSTRUCTIONS:
1.	(a)   Name of issuer
        (b)   Issuers I.R.S. Identification Number
        (c)   Issuers S.E.C. file number, if any
        (d)   Issuers address, including zip code
        (e)   Issuers telephone number, including area code

2.	(a)   Name of person for whose account the securities are to be sold
        (b)   Such persons relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
        (c)   Such persons address, including zip code

3 .     (a)   Title of the class of securities to be sold
        (b)   Name and address of each broker through whom the securities are intended to be sold
        (c)   Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
        (d)   Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
        (e)   Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown
	      by the most recent report or statement published by the issuer
        (f)   Approximate date on which the securities are to be sold
	(g)   Name of each securities exchange, if any, on which the securities are intended to be sold


Potential  persons  who  are  to  respond  to  the  collection  of  information  contained  in  this  form  are  not
required  to  respond  unless  the  form  displays  a  currently  valid  OMB  control  number.	SEC 1147 (08-07)


TABLE I	SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:


Title of the Class

	Common

Date you Acquired

	Varied
	Pre-2015 plus Dividend Reinvestment

Nature of Acquisition Transaction

	401-K Plan Purchase

Name of Person from Whom Acquired
(If gift, also give date donor acquired)

	Market Purchase and Dividend Reinvestment

Amount of Securities Acquired

	2,143

Date of Payment

	Varied
	Pre-2015 plus Dividend Reinvestment

Nature of Payment

	Payroll Deductions
and Reinvestment of Dividends



INSTRUCTIONS:      If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.


TABLE II  SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.


Name and Address of Seller

	David R Emery
  	7001 Mount Rushmore Road, Rapid City, SD 57702


Title of Securities Sold

	Common


Date of Sale

	Feb 2019


Amount of Securities Sold

	7,091.656


Gross Proceeds

	0


REMARKS:

The 7,019.656 shares sold were share-withholding for tax withholding on Restricted Stock Grants vesting.


INSTRUCTIONS:
See the definition of person in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the
person filing this notice.


ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing
this notice that he does not know any material adverse information in regard to the current and prospective operations of the
Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or
given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the
plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.



February 13, 2019

DATE OF NOTICE
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1



/s/ David R. Emery

(SIGNATURE)

The  notice  shall  be  signed  by  the  person  for  whose  account  the  securities  are  to  be  sold.   At  least  one  copy
of  the  notice  shall  be  manually  signed.Any  copies  not  manually  signed  shall  bear  typed  or  printed  signatures.