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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

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(h) of the Investment Company Act of 1940

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

Name and Address of Reporting
Person* (Last, First, Middle)

Issuer Name and Ticker or
Trading Symbol

I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)

NELSON, KENNETH L

OTTER TAIL CORPORATION OTTR

215 S CASCADE ST

Statement for (Month/Day/Year)

If Amendment, Date of Original (Month/Day/Year)

12/31/02

(Street)

Relationship of Reporting Person(s) to Issuer (Check All Applicable)

Individual or Joint/Group Filing
(Check Applicable Line)

FERGUS FALLS, MN 56537-2801

(City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.

*		If the form is filed by more than one reporting person, see instruction 4(b)(v).

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

Title of Security
(Instr. 3)

Transaction Date
(Month/Day/Year)

2a.

Deemed Execution
Date, if any.
(Month/Day/Year)

Transaction Code
(Instr. 8)

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

Amount of Securities
Beneficially Owned
Following Reported
Transactions(s)
(Instr. 3 and 4)

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

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

Amount

(A)
or
(D)

Price

COMMON STOCK

12/31/02

260

$26.8545

7,886

(a)

COMMON STOCK

474.4398

(b)

COMMON STOCK

1,000

(c)

Page 2

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)

3a.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

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

Code

(A)

(D)

STOCK OPTIONS (RIGHT TO BUY)

$19.75

STOCK OPTIONS (RIGHT TO BUY)

$26.25

Page 3

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

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

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

Price of Derivative
Security
(Instr. 5)

Number of Derivative
Securities Beneficially Owned
Following Reported Transaction(s)
(Instr. 4)

10.

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

11.

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

04-09-10

COMMON STOCK

2,000

04-08-11

COMMON STOCK

2,000

Explanation of Responses:

a. 6,123 SHARES OF THIS TOTAL ARE HELD IN "STREET NAME" THROUGH MERRILL LYNCH AND THE DIVIDENDS ACQUIRED ARE REINVESTED.

a. (cont) THE OTHER SHARES ARE ACQUIRED UNDER THE 1999 STOCK INCENTIVE PLAN AT FAIR MARKET VALUE, USING THE AVERAGE OF THE HIGH AND LOW PRICE ON THE DATE OF ISSUE AS PART OF THE COMPENSATION PROGRAM FOR OUTSIDE DIRECTORS.

b. INCLUDES SHARES ACQUIRED AND HELD UNDER THE CORPORATION'S DIVIDEND REINVESTMENT PLAN AS OF DECEMBER 10, 2002.

c. SHARES ACQUIRED AND HELD UNDER THE CORPORATION'S STOCK INCENTIVE PLAN, WHICH IS A GRANT OF RESTRICTED STOCK. THE SHARES VEST ON AN ANNUAL BASIS OF 25% PER YEAR BEGINNING APRIL 8, 2002.

/s/ KENNETH L NELSON BY DEBRA J LILL - POA		1/2/03
**Signature of Reporting Person		Date

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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

Page 4

NELSON KENNETH L 4