FORM 4 o/ / 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 OMB APPROVAL OMB Number: 3235-0287 Expires: ~~PENDING~~December 31, 2001 Estimated average burden hours per response .... 0.5

Name and Address of Reporting Person*

Issuer Name and Ticker or Trading Symbol

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

NEWELL

DANIEL

NORTHWESTERN CORPORATION NOR

Director

10% Owner

(Last)

(First)

(Middle)

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

Statement for Month/Year

X Officer (give title below)

Other (specify below)

125 S. DAKOTA AVE.

~~FEBRUARY~~MARCH 2002

SENIOR VICE PRESIDENT

(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 SD

57104

One Reporting Person

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)

~~(Instr. 3 and 4)~~

Code

Amount

(A) or (D)

Price

COMMON STOCK

23/1/02

2444

$2022.~~54 90~~2140

~~3056~~3099

COMMON STOCK

(1)

$22.05 00

1556

401(K)

COMMON STOCK(1)

3/1/02

$22.2140

512

COMMON STOCK

3/1/02

$22.2140

505

(2)

COMMON STOCK

3/1/02

$22.2140

502

(2)

COMMON STOCK

3/1/02

$22.2140

515

(2)

COMMON STOCK

(3)

$22.0000

1,566

401(K)

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 Instruction 4(b)(v).		SEC 1474 (7-97)

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).

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.

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 (2)

1-FOR-1

2/19/02

(3)

N/A

PHANTOM STOCK UNITS

1-FOR-1

3/1/02

(4)

INCENTIVE STOCK OPTIONS(5)

1-FOR-1

2/6/02

36,000

(6)

2/6/12

Title and Amount of Underlying Securities (Instr. 3 and 4)

Price of Derivative Security (Instr. 5)

Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)

10.

Ownership Form of Derivative ~~Securities~~Security: ~~Beneficially~~Direct ~~Owned~~(D) ator ~~End~~Indirect of(I) ~~Month~~ (Instr. 4)

11.

Nature of Indirect Beneficial Ownership (Instr. 4)

Title

Amount or Number of Shares

COMMON STOCK

~~1-FOR-1~~30

$22.~~0500~~250

~~16,820~~2148

~~(4)~~

COMMON STOCK

36,000

$20.7000

36,000

Explanation of Responses: ALL SHARE TRANSACTIONS AND TOTALS HAVE BEEN ROUNDED TO WHOLE SHARES. (1) SHARES PURCHASED PURSUANT TO THE NORTHWESTERN CORP. TEAM MEMBER STOCK OPTION PURCHASE ~~DATES~~PLAN OFAT ~~2/13/02~~THE ~~AND~~APPLICABLE ~~2/27/02~~DISCOUNT. (2) SHARES ~~EACH~~ARE ~~UNIT~~HELD ~~CORRELATES~~JOINTLY TOBY ~~ONE~~REPORTING ~~SHARE OF THE ISSUER~~PERSON'S ~~COMMON~~WIFE ~~STOCK~~ AND ISADULT ~~HELD~~CHILD. INTHE AREPORTING ~~SUPPLEMENTAL~~PERSON ~~VARIABLE~~DISCLAIMS ~~INVESTMENT~~ANY ~~PLAN~~BENEFICIAL ~~("SVIP")~~OWNERSHIP ~~SPONSORED~~OF BYTHESE ~~THE ISSUER~~SHARES. (3) PURCHASE ~~BETWEEN~~DATES 2OF 3/111/02 AND 23/2825/02. (4) PHANTOM STOCK UNITS MATURE 5 YEARS FROM DATE OF AWARD, ~~THE~~AND ~~REPORTING~~WHEN ~~PERSON~~MATURED, ~~ACQUIRED~~ARE ~~235~~VALUED ~~UNITS~~AT ~~UNDER~~AVERAGE OF CLOSING PRICE ON THE ~~SVIP~~TEN DAYS BEFORE MAY 1st. (5) GRANT ~~INFORMATION~~BY ISCOMPENSATION ~~BASED~~COMMITTEE ~~SOLELY~~OF ONTHE ABOARD OF DIRECTORS UNDER THE STOCK OPTION AND INCENTIVE PLAN, ~~STATEMENT~~WITH ~~DATED~~OFFICER'S ~~2/28/02~~RE-ELECTION, EFFECTIVE MARCH 1, 2002. (46) GRANT ~~HELD~~VESTS BY1/3 ~~WELLS~~ON ~~FARGO~~THE ~~TRUST~~FIRST, ~~CORPORATION~~SECOND ASAND ~~TRUSTEE~~THIRD ANNIVERSARIES OF ~~THE~~GRANT ~~SVIP~~DATE.

	/s/ DANIEL K. NEWELL	34/105/2002
**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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instructions 6 for procedure.
		Page 2 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 displays a currently valid OMB Number.
To view the actual filing form and general Instructions go to: www.sec.gov/smbus/forms/form4.htm
		Page 2

Filing Compare · NEWELL DANIEL K