EXHIBIT 99.3

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 

                                                 
FORM 11-K

                                                 
(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 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


A.	Title of Plan

	NORTHWESTERN PUBLIC SERVICE COMPANY
	SUPPLEMENTAL VARIABLE INVESTMENT PLAN

B.	Name and Address if Principal Executive Officer of
  	Issuer of Securities Held Pursuant to Plan

	NORTHWESTERN CORPORATION
	33 THIRD STREET SE
	HURON, SOUTH DAKOTA 57350-1318

                      				EXHIBIT INDEX


The following financial statements are attached and are incorporated herein
by reference:

Exhibit 99.3
     			1. Audited Statement of Financial Condition,
				       December 31, 1997

     			2. Audited Statement of Income and Changes in Plan Equity
           of the year ended December 31, 1997

     			3. Notes to Financial Statements