FORM 4
/ / Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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)
	LEWIS	MERLE	D		NORTHWESTERN CORPORATION (NOR)				X  Director	10% Owner
	(Last)	(First)	(Middle)	3.	I.R.S. Identification Number of Reporting Person (voluntary)	4.	Statement for Month/Year		X  Officer     (give title below)	Other     (specify below)
	125 S. DAKOTA AVE.						DECEMBER 2001		CHAIRMAN & CHIEF EXECUTIVE OFFICER
(Street)						5.	If Amendment, Date of Original (Month/Year)	7.	Individual or Joint/Group Filing (Check Applicable Line)  X  Form filed by One Reporting Person      Form filed by More than
	SIOUX FALLS	SD	57104						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

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 End of Month

6.

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

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

V

Amount

(A) or (D)

Price

COMMON STOCK (1)

12/1/01

P

8

A

$20.5270

506

D

COMMON STOCK

12/1/01

P

362

A

$20.5270

D

COMMON STOCK

12/1/01

P

287

A

$20.5270

16,527

D

COMMON STOCK

(2)

G

2295

D

16,527

D

COMMON STOCK

(3)

B

54

A

$21.0500

28,986

D

401(K)

COMMON STOCK

12/14/01

R

102

A

$20.6000

2,109

I

SPOUSE IRA

COMMON STOCK (10)

12/1/01

P

362

A

$20.5270

23,758

D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).	SEC 1474 (7-97)

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 4 (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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

UNITS (4)

1-FOR-1

(5)

A

V

(6)

N/A

N/A

PHANTOM STOCK UNITS

1-FOR-1

12/1/01

A

243

(8)

(8)

PHANTOM STOCK UNITS

1-FOR-1

12/1/01

A

364

(9)

(9)

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 Month (Instr. 4)	10.	Ownership Form of Derivative Securities Beneficially Owned at End of Month (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)
	Title	Amount or Number of Shares
	COMMON STOCK	1-FOR-1		$21.0500		61,788		I		(7)
	COMMON STOCK	243		$20.4000		15,853		D
	COMMON STOCK	364		$20.4000		23,760		D

Explanation of Responses:

ALL SHARE TRANSACTIONS AND TOTALS HAVE BEEN ROUNDED TO WHOLE SHARE.

(1)

SHARES PURCHASED PURSUANT TO THE NORTHWESTERN CORP. TEAM MEMBER STOCK PURCHASE PLAN AT THE APPLICABLE DISCOUNT.

(2)

TRANSFER DATES OF 12/19/01, 12/21/01 AND 12/31/01.

(3)

PURCHASE DATES OF 12/10/01 AND 12/21/01.

(4)

EACH UNIT CORRELATES TO ONE SHARE OF THE ISSUER'S COMMON STOCK AND IS HELD IN A SUPPLEMENT VARIABLE INVESTMENT PLAN ("SVIP") SPONSORED BY THE ISSUER.

(5)

PURCHASE DATES OF 12/10/01 AND 12/24/01.

(6)

BETWEEN 12/1/01 AND 12/31/01, THE REPORTING PERSON ACQUIRED 355 UNITS UNDER THE SVIP. INFORMATION IS BASED SOLELY ON A PLAN STATEMENT DATED 12/31/01.

(7)

HELD BY WELLS FARGO TRUST CORPORATION AS TRUSTEE OF THE SVIP.

(8)

PHANTOM STOCK UNITS MATURE 5 YEARS FROM DATE OF AWARD.

(9)

PHANTOM STOCK UNITS WERE ACCRUED UNDER THE NORTHWESTERN STOCK OPTION AND INCENTIVE PLAN AND ARE TO BE PAID 50% IN CASH AND 50% IN COMMON STOCK OF NORTHWESTERN ON THE THIRD ANNIVERSARY OF GRANT, AS EARNED THROUGH ACHIEVEMENT OF PERFORMANCE CRITERIA.

(10)

RESTRICTED STOCK AWARD VESTS ON THE FOURTH ANNIVERSARY OF GRANT.

	/s/ MERLE LEWIS	1/8/2002
**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 is insufficient, see Instruction 6 for procedure.
		Page 2 SEC 1474 (7-97)