MAIL STOP 03-08

	April 15, 2005

Michael J. Hanson, President
Northwestern Corporation
125 S. Dakota Avenue
Sioux Falls, South Dakota 57104


	RE:	Northwestern Corporation

		Registration Statement on Form S-3
		Filed March 18, 2005
		Commission File No. 333-123450

		Registration Statement on Form S-4
		Filed March 17, 2005
		Commission File No. 333-123381

	Form 10-K for the fiscal year ended December 31, 2004
	Filed March 14, 2005
	Commission File No. 1-10499

Dear Mr. Hanson:

	We have reviewed your filings and have the following
comments.
Please be aware that we have conducted only a limited review of
your
Form S-4.  Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form S-3

Cautionary Note Regarding Forward-Looking Statements

1.  The risk factor section must immediately follow the summary
section of the prospectus.  See Item 503(c) of Regulation S-K.
Please relocate the information appearing under this caption
further
into the prospectus.  The forepart of the prospectus should
include
only the cover page, summary, and risk factors sections.

Risk Factors, page 7
2. We note disclosure in the first paragraph under this caption
that
"additional risks and uncertainties not presently known or that we
currently believe to be less significant may also adversely affect
us."  All material risks to the company and investors should be
identified and fully discussed in the risk factors section.
Please
delete the statement indicating that there are additional risks
not
disclosed and revise your risk factors section to include all
risks
that may affect the company or investors.
3. We note numerous legal proceedings outlined in your Form 10-K
filed for the fiscal year ended December 31, 2004 that are not
specifically discussed in this section.  Please identify and
discuss
in this section all legal proceedings that could materially affect
the company`s operations or financial condition.  For example, we
note that the Environmental Protection Agency is investigating
certain South Dakota operations under Section 114(a) of the Clean
Air
Act and "the resulting additional costs to comply could be
material."
Please also update the status of all legal proceedings to the most
recent practicable date.
4. In light of the disclosure about your internal controls over
financial reporting in your Form 10-K, please consider a risk
factor
addressing your conclusions regarding your controls and procedures
for the year ended December 31, 2004.  The risk factor should
disclose all material risks resulting from these circumstances.
In
this regard, consider addressing the risk to you if you are unable
to
adequately correct the material weaknesses in your internal
controls
and procedures.  Alternatively, if you have determined that a risk
factor is unnecessary, supplementally advise of the basis for your
conclusion.
5. Some of your risk factors are considered generic because the
information could apply to many companies in your industry or even
in
other industries.  Please revise to specifically indicate how the
stated risk applies to you, or delete these risk factors.  Revise
or
delete the following risk factors accordingly:

* We have recently experienced net losses and losses may occur in
the
future, page 15.  For example, identify particular reasons for
continued losses in your results of operations.  Please also
quantify
the net losses you have incurred to date to provide concrete
information to assess the risk.

* Our pension and other post-retirement benefit costs are subject
to
fluctuation..., page 16.  For example, cite particular reasons for
an
increase or decrease in pension and post-retirement costs other
than
the general fluctuation of the equity markets.  In addition,
please
quantify the pension and post-retirement benefit costs to which
you
refer.

Parties objecting to confirmation of our plan of reorganization
may
appeal the order..., page 7

6. We note that in March 2005 you made a motion to dismiss
Magten`s
appeal of the confirmation order of your plan of reorganization.
To
the extent possible, please update the status of the legal
proceedings involving your plan of reorganization.

We are subject to certain regulations in the State of Montana...,
page 10

7. Please define the term "default supplier" as that term is used
in
the subheading of this risk factor.

To the extent our incurred supply costs are deemed imprudent...,
page
13

8. We note that you do not own natural gas reserves and therefore
are
required to procure your natural gas supply from third-party
suppliers.  Please disclose whether you have any long-term
contracts
with your primary suppliers.  If not, discuss the resulting risks
in
greater detail.

Use of Proceeds, page 17

9. We note that proceeds received "will be used for general
corporate
purposes, which may include, without limitation, working capital
and
capital expenditures."  Please revise to quantify and identify in
more detail the amount of proceeds to be used for particular
purposes.  See Item 504 of Regulation S-K.

Selling Stockholders, page 17

10. We note that you are registering 3,900,000 additional shares
of
common stock that may be issued in the future to selling
shareholders
under your plan of reorganization.  Please revise the selling
shareholder table to reflect those additional shares.

11. Also, if the selling shareholders identified in the table are
the
same selling shareholders who will be selling the additional
shares,
those additional shares should be reflected in the table.
Otherwise,
you may only add selling shareholders by means of a post-effective
amendment.  Please confirm your understanding of that position.
12. Please revise the headings of the third, fourth, and fifth
columns to clearly indicate the number of shares and percentages
represent shares of common stock and warrants offered for sale.
To
the extent that any selling shareholder owns additional common
shares
not offered for sale under this prospectus, then add additional
columns as appropriate.

13. In this regard, it is unclear why, as reflected in footnote
(1),
the table does not reflect the common shares underlying the
warrants.
The first bullet on the prospectus cover page suggest that you are
registering the underlying common shares, and the third bullet
point
on the prospectus cover page also suggests you are offering the
issuance of shares of common stock upon exercise of the warrants.
Please revise or advise.

14. Please identify the beneficial owners of the selling
stockholders
referenced in this section.  See Interpretation 4S of Regulation
S-K
section in the March 1999 supplement to the Manual of Publicly
Available Telephone Interpretations.

15. Disclose whether any of the selling stockholders are
registered
broker-dealers or affiliates of broker-dealers.  For all selling
stockholders that are broker-dealers, disclose that they are
"underwriters within the meaning of the Securities Act 0f 1933.
You
should revise the Plan of Distribution to state the names of the
selling stockholders who are broker-dealers, and to state that
they
are also underwriters with respect to the shares that they are
offering for sale.

16. For selling stockholders who are affiliates of broker-dealers,
disclose, if true, that:

* The seller purchased in the ordinary course of business, and
* At the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.

If these statements are note true for any selling stockholder,
then
the prospectus must state that the selling stockholder is an
underwriter.

Plan of Distribution, page 20

17. We note disclosure indicating that selling stockholders may
sell
shares of the company`s common stock short.  Please discuss the
effect of short-selling on the market price of your common shares.

General

18. Please file all required exhibits, such as the legality
opinion,
with your next pre-effective amendment so that we may have
adequate
time to review them before you request effectiveness of the
registration statement.
Form S-4

19. Please revise to comply with the above comments as applicable.
Form 10-K, for the Fiscal Year Ending December 31, 2004
20. Please revise to comply with the above comments as applicable.
21. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.
Environmental, page 23
22. We note that on September 10, 2003 you executed a confidential
settlement agreement with Atlantic Richfield that, among other
things, capped your maximum contribution towards remediation of
the
Milltown Reservoir superfund site.  To the extent the settlement
agreement contains material information, please disclose all
material
terms of the settlement agreement and file the settlement
agreement
as a material exhibit.  See Item 601 of Regulation S-K.
Item 7. Management`s Discussion and Analysis, page 41
23. We note that you entered into a new $225 million credit
facility
concurrent with your emergence from bankruptcy.  Please disclose
the
material terms of your credit facility, including a discussion of
material covenants, applicable interest rates, and whether the
interest rates are fixed or variable.
Factors Affecting Results of Continuing Operations, page 52
24. We note that your revenues may fluctuate substantially with
changes in supply costs and customer usage, which is primarily
affected by weather, growth and mix of customers.  Please further
explain the supply costs to which you refer.  Also clarify how
"mix
of customers" affects your revenues.  Disclose any known trends or
uncertainties in the economy and industry that are reasonably
likely
to have a material effect on your financial condition or results
or
operations.  For example, it appears that fluctuations in the
price
of natural gas would have a significant impact on your results of
operations.  Revise or advise accordingly.   Please see Securities
Act Interpretative Release 33-8350 dated December 29, 2003 for
further guidance.
Item 9A. Controls and Procedures, page 77
25. We note that you anticipate full implementation of new
regulated
and unregulated policies, procedures and control activities in
2005.
Please revise to more clearly address the progress of these new
policies, procedures and control activities.  We also note
disclosure
in your Form 10-Q filed November 18, 2004 indicating that these
new
policies, procedures and control activities were to be implemented
in
2004.  Please reconcile and revise as appropriate.

Consolidated Statements of Cash Flows, page F-7
26. Your netting of cash flows related to other assets and other
liabilities in arriving at your operating cash flows may not be
appropriate.  Please present the changes in other assets
separately
from the changes in other liabilities to the extent significant.
If
not deemed significant, please provide us a detail of the items
comprising other operating cash flows.  If it is not clear from
the
descriptive caption, please clearly explain to us your basis for
operating classification.
27. Please explain why dividends received from Blue Dot are
included
in the Statements of Cash Flows.  As it appears Blue Dot is a
consolidated subsidiary, we would expect such dividends to be
eliminated in consolidation.  Please also explain how you
accounted
for such dividends in the statement of income.
28. It is unclear what comprises "Change in net assets of
discontinued operations."  Your caption suggests it is the net
change
in all assets and liabilities of discontinued operations.
However,
this potentially could include proceeds from the sale of
discontinued
operations, which should be classified as investing activities.
Please also explain the items that comprise this caption and how a
financial statement user could determine the amount of
discontinued
operations that were a use or source of operating cash.

Notes to Consolidated Financial Statements

Note (2) Nature of Operations and Basis of Consolidation, page F-
11
29. You disclose that Netexit filed a voluntary petition for
relief
under the provisions of Chapter 11 on May 4, 2004.  You also
indicate
in Note (2) that you consolidate the operations and financial
position of Netexit in your financial statements.  Please explain
your basis under GAAP for consolidation of this subsidiary.  In
doing
so, explain how you comply with paragraph 2 of ARB 51, as amended
by
paragraph 13 of SFAS 94, which states "A majority-owned subsidiary
shall not be consolidated if control does not rest with the
majority
owner (as, for instance, if the subsidiary is in legal
reorganization
or in bankruptcy...)."  You also state that you expect to control
Netexit upon emergence from bankruptcy.  As part of your
consolidation explanation, tell us how the nature of this
bankruptcy
and/or the claims impacts your current ability to control.  We
note
that you have substantial debt claims against Netexit; however, it
is
not clear in Note (9) the extent to which you have control of the
official committee of each class of creditors.  Furthermore, you
state that the creditors committee has indicated that your claim
may
be subject to avoidance.  Please tell us why you currently control
Netexit and how you considered all the factors that lead you to
believe you will receive a controlling interest upon closing of
the
bankruptcy.  We may have further comment.

Note (3) Emergence from Bankruptcy and Fresh-Start Reporting, page
F-
12
30. We have studied the table on page F-16 and note that you
recorded
an adjustment to accounts payable and accrued liabilities to
reclassify other trade claims from subject to compromise to not
subject to compromise.  We assume these items are being
reclassified
from "Trade Creditors" within liabilities subject to compromise,
yet
it is unclear from the current disclosure.  Please clarify.  In
doing
so, please tell us the nature of each liability reclassified to
not
subject to compromise.  Explain why adjustment (4) has been made
to
trade creditors.  Given the description, it appears the
description
contained in adjustment (5) is more applicable.
31. Please supplementally reconcile the following items included
in
the table on page F-16 to the items comprising the gain from the
effects of the Plan and the application of fresh-start reporting
as
disclosed on page F-14.

Page F-16
Page F-14
Shareholders` equity of the Successor Company on October 31, 2004-
$716,066
Issuance of new common stock and warrants- $713,782
Adjustment to Financing debt-$(864,114)
Discharge of financing debt subject to compromise"-$(904,809)
Adjustment to Trade creditors-$(312,555)
Discharge of other liabilities subject to compromise- $(13,900)
Adjustment to Company obligated mandatorily redeemable preferred
securities of subsidiary trusts-$(365,550)
Discharge of Company obligated mandatorily redeemable preferred
securities subject to compromise- $(367,026)

32. Please supplementally reconcile the reorganization value as
determined by the bankruptcy court to the successor company
balance
sheet on October 31, 2004.  In doing so, please explain how you
define reorganization value as disclosed in the filing.  Tell us
what
the reorganization value was for purposes of allocating value to
the
various creditor classes.  Show us the relationship of
reorganization
value to liabilities carried over and common stock.  Tell us the
reason(s) any deferred credits or debits were not considered in
the
determination of reorganization value.  If your accounting
treatment
differs from the example provided in Appendix B of SOP 90-7,
please
explain to us the specific differences and the reasons.
33. We note you used a discount rate of 7% in order to determine
your
reorganization value.  You state in Note (8) that your regulated
property, plant and equipment was kept at values included in
utility
rate base; which we assume is predecessor carrying value.  We also
assume the authorized rate of return on your regulated assets
differs
from 7%.  Since all cash flows used to determine reorganization
value
were discounted at a 7% rate, it is unclear why you did not
utilize a
7% rate in discounting the regulated cash flows relating to plant
in
determining fair value since such cash flows comprised a portion
of
those used in your discounted cash flow valuation.  Accordingly,
please explain in detail why a fresh-start accounting adjustment
to
property, plant, and equipment was not recorded.   We may have
further substantive comment.

Note (5) Assets Held for Sale, page F-23
34. We note that the remaining assets of the Montana First
Megawatts
generation project are classified as held for sale on the balance
sheet.  We also note that you are attempting to sell your interest
in
MMI, LLC.  Please explain why the results of operations of MMI are
not reported in discontinued operations under paragraphs 41-44 of
SFAS 144.
35. You indicate that you "...previously recorded impairment
charges
of $12.4 million and $35.7 million for the years ended December
31,
2003 and 2002...."  Please tell us the date such assets met the
criteria in paragraph 30 of SFAS 144 to be classified as held for
sale.  If the predecessor`s impairment charges were due to
application of paragraph 7 of SFAS 144, please advise why net
realizable value as opposed to fair value was utilized.  If the
predecessor`s impairment charge was based on an other than "held
and
used" basis, please also explain how the predecessor met the
paragraph 30 criteria.  On a related note, please tell us how you
valued your interest in MMI in applying fresh-start accounting.
If
you obtained an appraisal as of October 31, 2004, explain to us
the
economic conditions that resulted in the additional $10 million
diminution in value during the following 2 months.  We may have
further comment.

Note (18) Regulatory Assets and Liabilities, page F-41
36. If any portion of your regulatory asset balance includes
amounts
on which you do not earn a current return, disclose the nature and
amount of each asset and its remaining recovery period.  We
believe
the best practices approach regarding regulatory assets is to
affirmatively indicate whether a particular regulatory asset is
earning a rate of return and the anticipated recovery period.
Refer
to the requirements of paragraph 20 of SFAS 71.  Furthermore, to
the
extent the anticipated cash flow from collection/payments of
regulatory assets and liabilities were not discounted using a 7%
discount rate, please explain your rationale for utilization of a
rate other than the rate used to determine reorganization values.
Finally, explain to us how the competitive transition charges
asset
was valued in fresh-start including the timing of the related cash
flows of the transition bonds.  We may have further comment.

Note (21) Guarantees, Commitments and Contingencies

Qualifying Facilities Liability, page F-45
37. We note that you net your qualifying facilities liability
against
the related stranded cost recoverable from customers in recording
your fresh-start adjustment to recognize unfavorable QF
obligations.
Please explain why you believe right of set-off exists under FIN
39.
Please address paragraph 5.a of FIN 39, which states that a right
of
set-off exists only when each of two parties owes the other
determinable amounts.  Regarding such recoveries and payments, it
appears there are three parties.

Long Term Supply and Purchase Obligations, page F-46
38. You disclose that your long-term supply and capacity purchase
obligations are not reflected in your Consolidated Financial
Statements.  Since fresh-start accounting requires that
liabilities
be recorded at fair value, please explain why the fair value of
these
contracts was $0 on October 31, 2004.  Please tell us in detail
how
you valued these executory contracts.  Please also tell us whether
these contracts are derivatives under SFAS 133.  If not, explain
to
us the reason(s).  We may have further comment.

* * * *


      As appropriate, please amend your registration statements in
response to these comments.  You may wish to provide us with
marked
copies of the amendments to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendments and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.







      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statements, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.













	You may contact Sarah Goldberg, Staff Accountant, at (202)
942-
1889 or Jim Allegretto, Senior Assistant Chief Accountant, at
(202)
942-1885 if you have questions regarding comments on the financial
statements and related matters.  Please contact Matthew Benson,
Staff
Attorney, at (202) 942-2824 or David Mittelman, Legal Branch
Chief,
at (202) 942-1921 with any other questions you may have.



				Sincerely,



				H. Christopher Owings
				Assistant Director

cc: 	Mark Weitz, Esq.
	Jeffrey Cotter, Esq.

	Via Fax - (612) 335-1657

	Jonathan Tyras, Esq.

	Via Fax - (212) 230-7690






























??

??

??

??

Northwestern Corporation
April 18, 2005
Page 1