FORM 5
/ / Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
/ / Form 3 Holdings Reported
/ / Form 4 Transactions Reported UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF
CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940     OMB APPROVAL
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1.	Name and Address of Reporting Person*			2.	Issuer Name and Ticker or Trading Symbol			6.	Relationship of Reporting Person(s) to Issuer (Check all applicable)
	NESS	LARRY	F.		NORTHWESTERN CORPORATION  NOR				X  Director	10% Owner
	(Last)	(First)	(Middle)	3.	I.R.S Identification Number of Reporting Person, if an entity (voluntary)	4.	Statement for Month/Year		Officer     (give title below)	Other     (specify below)
	33 THIRD STREET SE					DECEMBER 2000
(Street)						5.	If Amendment, Date of Original (Month/Year)	7.	Individual or Joint/Group Reporting (check applicable line)  X  Form filed by One Reporting Person      Form filed by More than
	HURON	SD	57350						One Reporting Person
	(City)	(State)	(Zip)
				Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date (Month/ Day/ Year)

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at the end of Issuer's Fiscal Year

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Instr. 3 and 4)

Amount

(A) or (D)

Price

COMMON STOCK

*

R

394

A

#

8386

D

COMMON STOCK

756

I

IRA

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).	(Over)
	SEC 2270 (3/99)

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS
A CURRENTLY VALID OMB CONTROL NUMBER.

FORM 5 (Continued) Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1.	Title of Derivative Security (Instr. 3)	2.	Conversion or Exercise Price of Derivative Security	3.	Transaction Date (Month/Day/Year)	4.	Transaction Code (Instr. 8)	5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6.	Date Exercisable and Expiration Date (Month/Day/Year)
									(A)	(D)		Date Exercisable	Expiration Date
PHANTOM STOCK UNITS				3-1-00		A			18				%
PHANTOM STOCK UNITS				6-1-00		A			11				%
PHANTOM STOCK UNITS				9-1-00		A			12				%
PHANTOM STOCK UNITS				12-1-00		A			13				%

7.	Title and Amount of Underlying Securities (Instr. 3 and 4)		8.	Price of Derivative Security (Instr. 5)	9.	Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4)	10.	Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)
	Title	Amount or Number of Shares
COMMON STOCK		18	22.3750		975			D
COMMON STOCK		11	23.1875		975			D
COMMON STOCK		12	21.5000		975			D
COMMON STOCK		13	22.5000		975			D

Explanation of Responses:

ALL SHARE TRANSACTIONS AND TOTALS HAVE BEEN ROUNDED TO WHOLE SHARES

*	SHARES ACQUIRED THRU DIVIDEND REINVESTMENT PLAN FROM 3-1-00 TO 12-1-00
#	PRICES RANGE FROM $21.7090 TO $23.3510
%	PHANTOM STOCK UNITS MATURE 5 YEARS FROM DATE OF AWARD

	/s/ Larry F. Ness	2/12/2001
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	**Signature of Reporting Person	Date
Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.
		Page 2 SEC 2270 (7-97)