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)

NESS

LARRY

NORTHWESTERN CORPORATION NOR

X Director

10% Owner

(Last)

(First)

(Middle)

I.R.S. or Social Security Number of Reporting Person (voluntary)

Statement for Month/Year

Officer
(give title below)

Other
(specify below)

125 S. DAKOTA AVE.

MARCH 2002

CHAIRMAN & CHIEF EXECUTIVE OFFICER

(Street)

If Amendment, Date of Original (Month/Day/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
(Instr. 3 and 4)

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

Nature of Indirect Beneficial Ownership
(Instr. 4)

(Month/ Day/ Year)

Code

Amount

(A) or (D)

Price

COMMON STOCK

3/1/02

144

$22.2140

10,246

COMMON STOCK

3/1/02

$22.2140

798

IRA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instructions 4(b)(v).

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

PHANTOM STOCK UNITS

1-FOR-1

3/1/02

(1)


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: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)

	Title	Amount or Number of Shares

	COMMON STOCK	7				507		D

Explanation of Responses:
ALL SHARE TRANSACTIONS AND TOTALS HAVE BEEN ROUNDED TO WHOLE SHARES.
(1) PHANTOM STOCK UNITS MATURE 5 YEARS FROM DATE OF AWARD, AND WHEN MATURED, ARE VALUED AT AVERAGE OF CLOSING PRICE ON THE TEN DAYS BEFORE MAY 1^st.

	/s/ LARRY F. NESS	4/5/2002
*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

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NESS LARRY F 4