SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
                                           
FORM 10-K/A
                                                 
(Mark One)                          
[ X ]	 ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
       EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year period ended  DECEMBER 31, 1997                            
          or                          
[   ]	 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
       ACT OF 1934 	[No Fee Required]      
For the transition period from ________ to _________                       
                                                                           
Commission File No. 0-692
                                               
NORTHWESTERN CORPORATION
(formerly known as NORTHWESTERN PUBLIC SERVICE COMPANY)

DELAWARE					                    46-0172280
(State of Incorporation)				     (IRS Employer Identification No.)

33 THIRD STREET SE                   
HURON, SOUTH DAKOTA               57350-1318
(Address of principal office)    (Zip Code)	
                              605-352-8411         
                   (Registrant's telephone number)

Securities registered pursuant to Section 12(b) of the Act:

COMMON STOCK $1.75 PAR VALUE AND            	NEW YORK STOCK EXCHANGE
RELATED COMMON STOCK PURCHASE RIGHTS         NEW YORK STOCK EXCHANGE 
COMPANY OBLIGATED MANDATORILY REDEEMABLE 	   	
SECURITY OF TRUST OF HOLDING SOLELY PARENT
DEBENTURES, $25.00 LIQUIDATION AMOUNT
COMMON STOCK PURCHASE RIGHTS                	NEW YORK STOCK EXCHANGE
   (Title of each class)              (Name of each exchange on which
                                                registered)     

Securities registered pursuant to Section 12(g) of the Act:

PREFERRED STOCK, PAR VALUE $100
						(Title of class) 

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.   [ X ]  Yes    [    ]  No
                                                                           
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K  [  ]

State the aggregate market value of the voting stock held by nonaffiliates
of the registrant:
		
			$ 410,378,052 as of FEBRUARY 18, 1998

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
                                                 
				COMMON STOCK,  PAR VALUE $1.75
17,842,524 SHARES OUTSTANDING AT MAY 10, 1998

DOCUMENTS INCORPORATED BY REFERENCE
1997 Annual report to Stockholders..........Parts I and II
Proxy Statement for 1998 Annual Meeting..........Parts I and III


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


FORM 10-K/A


AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT 1934



NORTHWESTERN CORPORATION 
(Formerly known as Northwestern Public Service Company)



AMENDMENT   NO. 1


EXHIBIT 99.1 Northwestern Public Service Company
      						 Employee Stock Ownership Plan

EXHIBIT 99.2 Northwestern Public Service Company
       						Variable Investment Plan (401K)

EXHIBIT 99.3 Northwestern Public Service Company
       						Supplemental Variable Investment Plan 
						

 The undersigned registrant hereby amends the Exhibit Index to Annual Report
on Form 10-K for Year Ended December 31, 1997 as set forth in the pages
attached hereto, pursuant to Rule 15d-21.

 Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the amendment to be signed on its behalf by the
undersigned hereunto duly authorized.

           						NORTHWESTERN CORPORATION
					
                		   /s/D.A. Monaghan				
           ___________________________________
                  Treasurer & Controller




SIGNATURES

	
Pursuant to the Requirement of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.

      							NORTHWESTERN CORPORATION
							
             By:      /s/D. A. Monaghan
        								__________________________
                   Treasurer & Controller


July 15, 1998