UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-2

STATEMENT OF ELIGIBILITY UNDER THE TRUST

INDENTURE ACT OF 1939 OF AN INDIVIDUAL

DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2) ___

_________________

PHILIP L. WATSON

(Name of Trustee)

101 Barclay Street

New York, NY 10286

(Business address: street, city, state and zip code)

_________________

NORTHWESTERN CORPORATION

(Exact name of obligor as specified in its charter)

Delaware` (State or other jurisdiction of incorporation or organization)	46-0172280 (I.R.S. Employer Identification No.)
3010 West 69th Street Sioux Falls, South Dakota (Address of principal executive offices)	57108 (Zip code)

_________________

Montana First Mortgage Bonds

(Title of the indenture securities)

Item 1. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 11. List of Exhibits.

List below all exhibits filed as a part of this statement of eligibility.

None.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, I, Philip L. Watson, have signed this statement of eligibility in The City of New York and State of New York, on the 17th day of February, 2015.

    /s/ Philip L. Watson        

Philip L. Watson