8-K

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): March 29, 2005

NorthWestern Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0-692 (Commission File Number)		46-0172280 (IRS Employer Identification No.)
125 South Dakota Avenue Sioux Falls, South Dakota (Address of principal executive offices)		57104 (Zip Code)
(605) 978-2908 (Registrant’s telephone number, including area code)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) — (c) On March 29, 2005, the Company announced that Gary G. Drook, its President and Chief Executive Officer, announced his retirement effective immediately. The Company’s Board of Directors (the “Board”) named Michael J. Hanson to be Mr. Drook’s successor as President. Mr. Hanson, 46, who has been with the Company since 1998, currently serves as the Company’s Chief Operating Officer. Mr. Hanson assumed the post of Chief Operating Officer in August 2003. From 1998 until August 2003, Mr. Hanson served as the President and Chief Executive Officer of the Company’s NorthWestern Energy division.

The Company’s charter provides that upon his retirement, Mr. Drook ceased to be a member of the Board. After Mr. Drook’s retirement, the Board elected to reduce the number of directors comprising the Board from seven to six.

Item 7.01 Regulation FD Disclosure.

On March 29, 2005, the Company issued a press release announcing the retirement of Gary G. Drook as President and Chief Executive Officer of the Company effective immediately and the naming of Michael J. Hanson as successor as President to Mr. Drook. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the press release is being furnished pursuant to Regulation FD as Exhibit 99.1 to this Current Report on Form 8-K and is herein incorporated by reference.  The information in the press release shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  Furthermore, the press release shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except as set forth with respect thereto in any such filing.

Item 9.01Financial Statements and Exhibits

EXHIBIT NO.	DESCRIPTION OF DOCUMENT
99.1*	Press Release of NorthWestern Corporation dated March 29, 2005

* filed herewith

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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/ Thomas J. Knapp
	Thomas J. Knapp
	Vice President and General Counsel

Date:  April 1, 2005

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Index to Exhibits

EXHIBIT NO.	DESCRIPTION OF DOCUMENT
99.1*	Press Release of NorthWestern Corporation dated March 29, 2005

* filed herewith

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EX-99.1

Exhibit 99.1

	NorthWestern Corporation
	d/b/a NorthWestern Energy
	125 S. Dakota Ave.
	Sioux Falls, SD 57104
	www.northwesternenergy.com
News Release	NASDAQ: NWEC

FOR IMMEDIATE RELEASE

Media/Investor Relations Contact:

Roger Schrum

605-978-2848

roger.schrum@northwestern.com

NORTHWESTERN CORPORATION NAMES MICHAEL J. HANSON PRESIDENT

President and CEO Gary G. Drook Retires

SIOUX FALLS, S.D. — March 29, 2005 — NorthWestern Corporation d/b/a NorthWestern Energy (NASDAQ: NWEC) today announced that the Board of Directors has named Michael J. Hanson as President.

Hanson, 46, has been with NorthWestern since 1998 and most recently served as Chief Operating Officer. Previously, he served as President and Chief Executive Officer of NorthWestern Energy, the Company’s utility division.

E. Linn Draper, Jr., Chairman of the Board of Directors, said, “The Board has the utmost confidence in Mike’s ability to lead NorthWestern in this new chapter of its history. Through our restructuring, we have once again become a focused utility company, and we are confident that we have a leadership team in place that is uniquely suited to continue to build value for our stakeholders.”

Gary G. Drook, 60, who has served as President and Chief Executive Officer of NorthWestern since January 2003, has announced that he will retire effective immediately.

Drook said, “My goal in leading NorthWestern was to see the Company through its reorganization. I am proud of our accomplishments and am pleased to see the Company in a solid state today. With my main objectives achieved, I feel it is time for me to move on.”

Hanson said, “It is a great opportunity to lead NorthWestern in this new era. I look forward to working with the Board and management team to build solid, sustainable growth for NorthWestern.”

Draper continued, “We thank Gary for his leadership through NorthWestern’s reorganization. We wish him all the best in his retirement.”

Hanson holds a Juris Doctor degree from William Mitchell College of Law, a Bachelor of Science degree in Accountancy from the University of Wisconsin, and attended the United States Naval Academy with a focus on Engineering/Political Science.

Prior to joining NorthWestern, Hanson was general manager and chief executive of Northern States Power’s North Dakota and South Dakota operations. He worked for NSP for nearly 20 years in various financial, legal and operating leadership positions.

About NorthWestern Energy

NorthWestern Energy is one of the largest providers of electricity and natural gas in the Upper Midwest and Northwest, serving more than 617,000 customers in Montana, South Dakota and Nebraska. More information on NorthWestern Energy is available on the Company’s Web site at www.northwesternenergy.com.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

On one or more occasions, we may make statements in this news release regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events. All statements other than statements of historical facts, included or incorporated by reference herein relating to management’s current expectations of future financial performance, continued growth, changes in economic conditions or capital markets and changes in customer usage patterns and preferences are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Words or phrases such as “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue” or similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed. We caution that while we make such statements in good faith and we believe such statements are based on reasonable assumptions, including without limitation, management’s examination of historical operating trends, data contained in records and other data available from third parties, we cannot assure you that our projections will be achieved. Factors that may cause such differences include but are not limited to:

Factors Relating to Our Bankruptcy

•our ability to obtain and maintain normal terms with vendors and service providers;

•the potential adverse impact of the Chapter 11 case on our liquidity or results of operations, including our ability to mitigate liquidated claims with respect to the Class 9 reserve such that the allowed claims do not exceed the reserve;

•our ability to fund and execute our business plan;

•the potential adverse impact of the Netexit Chapter 11 case on our liquidity;

•our ability to avoid or mitigate an adverse ruling as to Magten Asset Management Corporation’s appeal of the order confirming our plan of reorganization and its appeal of

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the order approving the memorandum of understanding to settle our securities class action litigation;

•our ability to avoid or mitigate an adverse judgment against us in that certain lawsuit seeking to recover assets or damages on behalf of Clark Fork and Blackfoot, LLC, one of our subsidiaries which we refer to as CFB, filed by Magten Asset Management Corporation and Law Debenture Trust Company of New York, which we refer to as the QUIPs Litigation;

•our ability to avoid or mitigate an adverse judgment against us in that pending litigation styled as McGreevey et al v. The Montana Power Company, the shareholder class action lawsuit relating to the disposition of the generating and energy related assets by the entity formerly known as The Montana Power Company, excluding our acquisition of the electric and natural gas transmission and distribution business formerly held by The Montana Power Company entity, together with ERISA litigation regarding The Montana Power Company Employee Stock Ownership Plan and 401(k) plan, which has been settled pending approval by the Bankruptcy Court and the U.S. District Court in Montana where the litigation is pending;

•our ability to avoid or mitigate an adverse judgment against us in the In Re NorthWestern Securities Litigation and Derivative Litigation relating to the restatement of our 2002 quarterly financial statements and other accounting and financial reporting matters, which has been settled pending approval by the U.S. District Court in South Dakota where the litigation is pending;

•our ability to avoid or mitigate an adverse judgment against us in existing other shareholder and derivative litigation or any additional litigation and regulatory action, including the formal investigation initiated by the SEC, in connection with the restatement of our 2002 quarterly financial statements and other accounting and financial reporting matters, any of which could have a material adverse effect on our liquidity, results of operations and financial condition;

General Factors

•unscheduled generation outages, maintenance or repairs which may reduce revenues and increase cost of sales or may require additional capital expenditures or other increased operating costs;

•unanticipated changes in usage, commodity prices, fuel supply costs or availability due to higher demand, shortages, weather conditions, transportation problems or other developments, in combination with reduced availability of trade credit, may reduce revenues or may increase operating costs, each of which would adversely affect our liquidity;

•adverse changes in general economic and competitive conditions in our service territories;

•potential additional adverse federal, state, or local legislation or regulation or adverse determinations by regulators, including the final order of the Montana Public Service Commission, which we refer to as the MPSC, disallowing the recovery of $10.8 million of natural gas costs we incurred during the 2002-2004 tracker years, which has had and could continue to have a material adverse affect on our liquidity, results of operations and financial condition;

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•increases in interest rates, which will increase our cost of borrowing;

•certain other business uncertainties related to the occurrence or threat of natural disasters, war, hostilities and terrorist actions;

•our ability to attract, motivate and/or retain key employees; and

•our ability to improve and maintain an effective internal control structure.

We have attempted to identify, in context, certain of the factors that we believe may cause actual future experience and results to differ materially from our current expectation regarding the relevant matter or subject area. In addition to the items specifically discussed above, our business and results of operations are subject to the uncertainties described under the caption “Risk Factors” which is a part of the disclosure included in Item 7 of our Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

From time to time, oral or written forward-looking statements are also included in our news releases, reports on Forms 10-K, 10-Q and 8-K, Proxy Statements on Schedule 14A, and other materials released to the public. Although we believe that at the time made, the expectations reflected in all of these forward-looking statements are and will be reasonable, any or all of the forward-looking statements in this news release, our reports on Forms 10-K, 10-Q and 8-K, our Proxy Statements on Schedule 14A and any other public statements that are made by us may prove to be incorrect. This may occur as a result of inaccurate assumptions or as a consequence of changes in known or unknown risks and uncertainties. Many factors discussed in this news release, certain of which are beyond our control, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this news release or other public communications that we might make as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made on related subjects in our subsequent news releases, annual and periodic reports filed with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.

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