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 a
meeting of said Board duly called, convened and held on
February 4, 1998, proposed an amendment to the Restated
Certificate of Incorporation of the Company, as previously
amended, which amendment affected Article FIRST, of said
Restated Certificate of Incorporation, and at said meeting
adopted a resolution setting forth the amendment proposed,
declaring its advisability, and directing that, at the Annual
Meeting of Stockholders to be held on May 6, 1998, the
amendment 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 amendment so proposed and
declared advisable by the Board of Directors of the Company was
as follows:

     That Article FIRST of the Restated Certificate of
Incorporation of the Company, as heretofore amended, is hereby
amended to read as follows:

     'FIRST:   The  name of this corporation is NORTHWESTERN
     CORPORATION.'

     2.  That thereafter pursuant to the aforesaid resolution
of its Board of Directors, at the Annual Meeting of
Stockholders of the Company duly held on May 6, 1998, 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 amendment
hereinbefore set forth.

     3.  That accordingly, the amendment of the Restated
Certificate of Incorporation of the Company, as hereinbefore
set out, has 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 amendment 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 6th day of May, 1998.

                    NORTHWESTERN PUBLIC SERVICE COMPANY

                    By______________________________________
                          M. D. Lewis
                          Chairman, President & CEO

Attest:

______________________________
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 6th day of May, 1998, 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.




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