SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

ERICKSON JOHN D

(Last)

(First)

(Middle)

215 S CASCADE ST

(Street)

FERGUS FALLS

56537-2801

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OTTER TAIL CORP [ OTTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/12/2008		M		24,375	A	⁽¹⁾	30,519	D
Common Stock	02/12/2008		F		8,092	D	⁽²⁾	22,427⁽³⁾	D

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)	3A. Deemed Execution Date, if any (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)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Rights	⁽⁴⁾	02/12/2008		M			24,375	⁽⁵⁾	⁽⁶⁾	Common Stock	24,375	⁽⁷⁾	0	D

Explanation of Responses:

1. The grant price of this award was based on fair market value at the time of the grant which was $24.93.

2. The vesting price of this award was based on fair market value of $33.01 per share.

3. Performance Award: On 2/12/08, 8,092 shares were withheld by the Corporation to pay taxes due upon vesting of this award, exempt pursuant to Rule 16b-3(e). See below for other holdings: 1. Direct holding of 113.0161 shares of Common Stock held in the Dividend Reinvestment Plan. 2. Direct holding of 8,321.4220 shares of Common Stock held in the Employee Stock Purchase Plan. 3. Direct holding of 6,500 shares of Common Stock which is a grant of Restricted Stock. 4. Direct holding of 46,245 shares of Common Stock which no longer carries the restriction. 5. Indirect holding of 4,981.8140 shares of Common Stock held by ESOP. 6. 16,000 stock options with expiration date of 2/23/2009. 7. 25,000 stock options with expiration date of 4/10/2010. 8. 75,000 stock options with expiration date of 4/9/2011.

4. This Performance Share Award had no conversion or exercise price established at the time of the grant.

5. There is no specific "Exercisable Date" on this Performance Share Award.

6. There is no specific "Expiration Date" on this Performance Share Award.

7. The grant price of this award was based on fair market value at the time of the grant which was $24.93 and vested at a fair market value of $33.01 per share.

Remarks:

	/s/ John D Erickson by Debra J Lill -POA	02/12/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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