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): May 10, 2005

NorthWestern Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-692	46-0172280
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

125 South Dakota Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip Code)

(605) 978-2908

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On May 10, 2005, NorthWestern Corporation (the “Company”) issued a press release announcing that the Montana Public Service Commission (the “MPSC”) unanimously agreed to enter into a stipulation to settle a dispute with the Company over the recovery of the Company’s prior year natural gas costs. The stipulation stems from a disagreement that arose in 2002 regarding a ruling made by the MPSC to disallow approximately $10.6 million in natural gas costs for purchases made between November 1, 2002, and June 30, 2004.  As a result of the stipulation with the Commission, the Company will be allowed to recover approximately $4.6 million of these prior costs plus interest, and a lawsuit filed by NorthWestern in the Montana District Court in Helena will be dismissed. 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 May 10, 2005

* filed herewith

2

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/ Roger Schrum
	Roger Schrum
	Vice President - Human Resources and Communications

Date:  May 11, 2005

3

Index to Exhibits

EXHIBIT NO.	DESCRIPTION OF DOCUMENT
99.1*	Press Release of NorthWestern Corporation, dated May 10, 2005

* filed herewith

4

EX-32.1

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

Investor/Media Contact:

Roger Schrum

605-978-2848

roger.schrum@northwestern.com

NORTHWESTERN ENERGY ANNOUNCES SETTLEMENT WITH MONTANA PSC

RELATED TO DISTRICT COURT CASE

Butte, Mont. — May 10, 2005 — NorthWestern Corporation d/b/a NorthWestern Energy (NASDAQ: NWEC) announced today that the Montana Public Service Commission (MPSC) unanimously agreed to enter into a stipulation to settle a dispute over the recovery of prior year natural gas costs.

The stipulation stems from a disagreement that arose in 2002 regarding a ruling made by the MPSC to disallow approximately $10.6 million in natural gas costs for purchases made between Nov. 1, 2002, and June 30, 2004.  As a result of the stipulation with the Commission, the Company will be allowed to recover approximately $4.6 million of these prior costs plus interest, and a lawsuit filed by NorthWestern in the Montana District Court in Helena will be dismissed.

“We’re pleased to have this issue behind us and work constructively together on the more pressing issue of working to mitigate high natural gas costs,” said Mike Hanson, NorthWestern’s President.  “The cost of natural gas is not just a Montana problem, it’s a national problem that will require all of us working together to address the higher natural gas costs faced by our customers.”

As part of the stipulation, NorthWestern has established a Technical Advisory Committee to advise the Company on future natural gas procurement activities and tools, which will lead to recommendations to the MPSC to develop rules regarding natural gas procurement practices.

NorthWestern Energy Announces Settlement with Montana PSC

May 10, 2005

NorthWestern formed a similar committee in 2002 to advise the Company on electricity procurement practices, and provide input on the development of the Electric Default Supply Resource Plan in 2003.

NorthWestern Energy does not earn any profit on the sale of the natural gas commodity to its customers; therefore, customers are assured of paying the wholesale cost of the commodity regardless of the amount they use.

About NorthWestern Energy

NorthWestern Energy is one of the largest providers of electricity and natural gas in the Upper Midwest and Northwest, serving approximately 617,000 customers in Montana, South Dakota and Nebraska.  For more information about NorthWestern Energy, visit our Web site at www.northwesternenergy.com.

###

2