MINITEX is a publicly supported resource sharing network of academic, state agency, and public libraries in Minnesota, North Dakota and South Dakota. One of its five programs is a backup reference service for staff of participating libraries. Questions which cannot be answered using local resources are usually referred by telephone along with the sources that have been checked. MINITEX staff use the collections at the University of Minnesota-Twin Cities Campus, Minneapolis Public Library and information Center, the Minnesota Historical Society, computer databases, and individuals and organizations knowledgeable in the subject area to answer the questions. A description of the Reference Service is given including the staffing and costs as well as work flow procedures and representative examples of questions and how they are handled.