Exhibit 3(a)(4)
                                     
                    NORTHWESTERN PUBLIC SERVICE COMPANY
               CERTIFICATE OF RETIREMENT OF PREFERRED STOCKS


     Northwestern Public Service Company (the "Company"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "Law") hereby certifies as follows:
     1.  The Company, in compliance with the provisions of its Restated
Certificate of Incorporation and resolutions of its Board of Directors,
has, on the dates shown below redeemed 1300 shares of Company's issued and
outstanding 5 1/4% Cumulative Preferred Stock (1961 Series), par value $100
each, as follows:
          300 shares redeemed on June 1, 1992
          300 shares redeemed on June 1, 1993
          300 shares redeemed on June 1, 1994
          300 shares redeemed on June 1, 1995
          100 shares redeemed on June 1, 1996
          
     2.  Pursuant to the provisions of Section 243 of the Law, said
redeemed shares have the status of retired shares, and the Restated
Certificate of Incorporation of the Company prohibits the reissue of said
shares as part of the same series when so redeemed so that such shares
resume the status of authorized and unissued shares of the class, but not
of the series, to which they belong.  Upon this Certificate becoming
effective as provided by law, the Restated Certificate of Incorporation of
the Company shall hereby be further amended so as to reduce the number of
authorized shares of the series to which such redeemed and retired shares
belong, by the number of shares redeemed and retired as stated above.
     3.  The shares of the 5 1/4% Cumulative Preferred Stock (1961 Series)
of the Company redeemed and retired as stated above constitute all of the
outstanding shares of the series to which said shares belong.
     IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed by M. D. Lewis, its President and Chief Executive Officer, and
attested by Alan D. Dietrich, its Corporate Secretary, this 20th day of
June, 1996.

                    NORTHWESTERN PUBLIC SERVICE COMPANY

                    By   /s/ M.D. Lewis
                    ______________________________________
                         M. D. Lewis, President & CEO
Attest:

/s/ Alan D. Dietrich
______________________________
Alan D. Dietrich, Corporate Secretary

(Corporate Seal)