FORM 4

/ / Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

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

STATEMENT OF
CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940

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Name and Address of Reporting Person*

Issuer Name and Ticker or Trading Symbol

Relationship of Reporting Person(s) to Issuer (Check all applicable)

JACOBSEN

ERIC

NORTHWESTERN CORPORATION (NOR)

Director

10% Owner

NEWELL

DANIEL

NORTHWESTERN CORPORATION NOR

Director

10% Owner

(Last)

(First)

(Middle)

I.R.S. Identification Number of Reporting Person (voluntary)

Statement for Month/Year

X Officer (give title below)

Other (specify below)

125 S. DAKOTA AVE.

~~DECEMBER~~JANUARY ~~2001~~2002

SENIOR VICE PRESIDENT~~, GENERAL COUNSEL & CHIEF LEGAL OFFICER~~

(Street)

If Amendment, Date of Original (Month/Year)

Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than

SIOUX FALLS

57104

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security (Instr. 3)

Transaction Date

Transaction Code (Instr. 8)

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

Amount of Securities Beneficially Owned at End of Month

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

Amount

(A) or (D)

Price

COMMON STOCK

~~12/~~1/012/02

~~(1)~~23

$2021.~~5270~~3720

13,031

COMMON STOCK

~~12/~~(1~~/01~~)

134

$20.~~5270~~7000

813,265

401(2K)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		~~(Over)~~Page 1 of 2
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
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FORM 4 (Continued)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative Security (Instr. 3)

Conversion or Exercise Price of Derivative Security

Transaction Date (Month/Day/Year)

Transaction Code (Instr. 8)

Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

Date Exercisable and Expiration Date (Month/Day/Year)

Code

(A)

(D)

Date Exercisable

Expiration Date

UNITS (3)

1-FOR-1

(4)

(5)

N/A

PHANTOM STOCK UNITS

1-FOR-1

12/1/01

(7)

7.	Title and Amount of Underlying Securities (Instr. 3 and 4)		8.	Price of Derivative Security (Instr. 5)	9.	Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)	10.	Ownership Form of Derivative ~~Security:~~Securities ~~Direct(D)~~Beneficially orOwned ~~Indirect(I)~~at End of Month (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)
	Title	Amount or Number of Shares
	COMMON STOCK	1-FOR-1		$21.0500		5,336		I		(6)
	COMMON STOCK	46		$20.4000		2,975		D

Explanation of Responses: ALL SHARE TRANSACTIONS AND TOTALS HAVE BEEN ROUNDED TO WHOLE SHARES. (1) PURCHASE DATES OF 1/10/02 AND 1/28/02.

ALL SHARE TRANSACTIONS AND TOTALS HAVE BEEN ROUNDED TO WHOLE SHARES.

	/s/ DANIEL K. NEWELL	2/5/2002
*Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See* 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	**Signature of Reporting Person	Date

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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 Number.		Page 2 of 2 SEC 1474 (7-97)

	/s/ ERIC R. JACOBSEN	1/8/2002
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	**Signature of Reporting Person	Date
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
		Page 2 SEC 1474 (7-97)

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