Exhibit 3(i)

                        CERTIFICATE OF AMENDMENT OF
                 RESTATED CERTIFICATE OF INCORPORATION OF
                    NORTHWESTERN PUBLIC SERVICE COMPANY


     Northwestern Public Service Company, a corporation organized and
existing under the laws of the State of Delaware (hereinafter called the
"Company"), by its Chairman of the Board of Directors, President & CEO and
its Corporate Secretary, does hereby certify as follows:

     1.  That the Board of Directors of the Company at meetings of said
Board duly called, convened and held on February 5, 1997, and August 7,
1996, proposed amendments to the Restated Certificate of Incorporation of
the Company, as previously amended, which amendments affected Article
FOURTH and Article SEVENTH, respectively, of said Restated Certificate of
Incorporation, and at said meetings adopted resolutions setting forth the
amendments proposed, declaring their advisability, and directing that, at
the Annual Meeting of Stockholders to be held on May 7, 1997, the
amendments hereinafter set forth be submitted to the holders of shares of
Common Stock of the Company, being the only class of stock of the Company
having voting rights in respect of said proposed amendment; and that the
amendments so proposed and declared advisable by the Board of Directors of
the Company were as follows:

     a.  That the first paragraph of Article FOURTH of the Restated
Certificate of Incorporation of the Company, as heretofore amended, is
hereby amended to read as follows:

     "FOURTH:   The total authorized capital stock of the  Company  is
     (i)  1,000,000 shares of Cumulative Preferred Stock, of  the  par
     value  of  $100 per share (hereinafter called the "New  Preferred
     Stock"),  (ii) 1,000,000 shares of Preference Stock, of  the  par
     value  of  $50  per share and (iii) 50,000,000 shares  of  Common
     Stock, of the par value of $1.75 per share."

     b.  That the following language in Article SEVENTH of the Restated
Certificate of Incorporation of the Company, as heretofore amended, is
hereby amended by deleting the underlined language:

     None of the directors need be a stockholder of the corporation or
     a resident of the State of Delaware.

     2.  That thereafter pursuant to the aforesaid resolutions of its Board
of Directors, at the Annual Meeting of Stockholders of the Company duly
held on May 7, 1997, holders of the necessary number of shares of Common
Stock, as required by statute and the Restated Certificate of Incorporation
of the Company, as amended, voted in favor of the amendments hereinbefore
set forth.

     3.  That accordingly, the amendments of the Restated Certificate of
Incorporation of the Company, as hereinbefore set out, have been duly
adopted in accordance with the provisions of Section 242 of Title 8 of the
Delaware Code.

     4.  The capital of the Company will not be reduced under or by reason
of the amendments by subsequent action of the Board of Directors.

     IN WITNESS WHEREOF, said Northwestern Public Service Company has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by M. D. Lewis, its Chairman of the Board of Directors, President
and Chief Executive Officer, and attested by Alan D. Dietrich, its
Corporate Secretary, this 7th day of May, 1997.

                    NORTHWESTERN PUBLIC SERVICE COMPANY

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

Attest:

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

(Corporate Seal)
Northwestern Public Service Company
1923
Delaware

                              ACKNOWLEDGMENT

STATE OF SOUTH DAKOTA    )
                         ) SS
COUNTY OF BEADLE         )

     On this the 7th day of May, 1997, before me, Sherry L. Swanson, the
undersigned notary public in and for the State of South Dakota, personally
appeared M. D. Lewis and Alan D. Dietrich, known to me to be the Chairman
of the Board, President and Chief Executive Officer and the Corporate
Secretary, respectively, of Northwestern Public Service Company, a Delaware
corporation, and that they, as such officers of the corporation being
authorized to do so, executed the foregoing Certificate of Amendment of
Restated Certificate of Incorporation of Northwestern Public Service
Company for the purposes therein contained, by signing and attesting the
name and seal of the corporation by themselves as Chairman of the Board,
President and Chief Executive Officer and Corporate Secretary,
respectively.

     In witness whereof, I hereunto set my hand and official seal.




                              /s/ Sherry L. Swanson
                              _________________________________
                              Sherry L. Swanson
                              Notary Public
                              State of South Dakota
                              Commission expires:  5/17/02