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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported): May 4, 2004


                            NorthWestern Corporation
             (Exact name of registrant as specified in its charter)




            Delaware                        0-692                46-0172280
(State or other jurisdiction of   (Commission File Number)     (IRS Employer
         incorporation)                                      Identification No.)

          125 South Dakota Avenue                                 57104
         Sioux Falls, South Dakota                             (Zip Code)
  (Address of principal executive offices)

                                 (605) 978-2908
                         (Registrant's telephone number,
                              including area code)







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Item 5.        Other Events and Regulation FD Disclosure

On May 4, 2004,  NorthWestern  Corporation  (the  "Company")  announced that its
subsidiary,  Netexit,  Inc.  ("Netexit")  filed a voluntary  petition for relief
under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in
the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court").

Netexit  remains in  possession of its assets and  properties,  and continues to
operate  its  businesses  and manage its  properties  as  "debtor-in-possession"
pursuant to the Bankruptcy  Code. The Company issued a press release,  a copy of
which is attached hereto as Exhibit 99.1 and  incorporated  herein by reference,
announcing the Chapter 11 filing.




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Item 7.           Financial Statements and Exhibits

EXHIBIT NO.        DESCRIPTION OF DOCUMENT
- ------------------ -------------------------------------------------------------

99.1*              Press Release of NorthWestern  Corporation  dated May 4, 2004
                   regarding Chapter 11 filing for its subsidiary, Netexit, Inc.

* filed herewith









                                   SIGNATURES

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


                                    NorthWestern Corporation


                                    By:      /s/ Roger Schrum
                                            ------------------------------------
                                            Roger Schrum
                                            Vice President - Human Resources and
                                            Communications

Date:  May 4, 2004







                                Index to Exhibits
                                -----------------

EXHIBIT NO.        DESCRIPTION OF DOCUMENT
- ------------------ -------------------------------------------------------------

99.1*              Press Release of NorthWestern  Corporation  dated May 4, 2004
                   regarding Chapter 11 filing for its subsidiary, Netexit, Inc.

* filed herewith