As filed with the Securities and Exchange Commission on June 16, 1999.
                                                   Registration No. 333-
   ======================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                               ---------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                               ---------------
                          NORTHWESTERN CORPORATION
           (Exact name of registrant as specified in its charter)

             Delaware                         46-0172280
   (State or other jurisdiction of         (I.R.S. employer
   incorporation or organization)          identification no.)

                     125 SOUTH DAKOTA AVENUE, SUITE 1100
                    SIOUX FALLS, SOUTH DAKOTA 57104-6403
        (Address of principal executive offices, including zip code)

                               (605) 978-2908
                       (Registrant's telephone number)

                                NORTHWESTERN
                       STOCK OPTION AND INCENTIVE PLAN
                          (Full title of the plan)

                              ALAN D. DIETRICH
        VICE PRESIDENT - LEGAL ADMINISTRATION AND CORPORATE SECRETARY
                          NORTHWESTERN CORPORATION
                     125 SOUTH DAKOTA AVENUE, SUITE 1100
                    SIOUX FALLS, SOUTH DAKOTA 57104-6403
                   (Name and address of agent for service)

                               (605) 978-2908
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:

                               NEAL A. MANCOFF
                            SCHIFF HARDIN & WAITE
                              7200 SEARS TOWER
                           CHICAGO, ILLINOIS 60606
                               (312) 258-5699

                               ---------------




<TABLE>
<CAPTION>


                       CALCULATION OF REGISTRATION FEE
                                                                      Proposed            Proposed
                                                                       maximum             maximum
                                                     Amount        offering price         aggregate           Amount of
                                                     to be           per share         offering price     registration fee
        Title of Securities to be Registered       registered            (1)                 (1)                 (1)
        ------------------------------------      ----------       --------------      --------------     ----------------
       <S>                                         <C>                 <C>              <C>                   <C>
       Common Stock, par value $1.75 per share     2,750,000           $25.125          $69,093,750           $19,209
       (including related Common Stock
       purchase rights)

</TABLE>

      (1)      Estimated on the basis of $25.125 per share, the average of the
               high and low prices of the Common Stock on June 11, 1999, as
               reported on the New York Stock Exchange pursuant to Rule 457(h).







                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents which have been filed by Northwestern
   Corporation (the "Registrant") are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 1998;

        (b)  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 1999;

        (c)  The description of the Registrant's Common Stock contained
             in the Registrant's Registration Statement on Form S-3 filed
             with the Commission on June 21, 1995, as amended by
             Amendment No. 1 on Form S-3 filed with the Commission on
             July 28, 1995;

        (d)  The description of the Registrant's Common Stock Purchase
             Rights contained in the Company's Registration Statement on
             Form 8-A filed with the Commission on December 11, 1996.

        All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, prior to the filing of a post-effective amendment which
   indicates that all securities offered hereby have been sold or which
   deregisters all securities then remaining unsold, shall be deemed
   incorporated by reference herein and to be a part hereof from the date
   of filing of such documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The By-Laws of the Registrant provide for indemnification by the
   Registrant of each of its directors and officers to the fullest extent
   permitted by Delaware law for liability (including liability arising
   under the Securities Act of 1933) of such director or officer arising
   by reason of his or her status as a director or officer of the
   Registrant, provided that he or she met the standards established in
   the By-Laws, which include requirements that he or she acted in good
   faith and in a manner he or she reasonably believed to be in the
   Registrant's best interest.  The Registrant will also advance expenses
   prior to final disposition of an action, suit or proceeding upon
   receipt of an undertaking by the director or officer to repay such







   amount if the director of officer is not entitled to indemnification.
   All rights to indemnification and advancement of expenses are deemed
   to be a contract between the Registrant and its directors and
   officers.  The determination that a director or officer has met the
   standards established in the By-Laws may be made by a majority vote of
   a quorum consisting of disinterested directors, an opinion of counsel
   (if no such quorum is available or even if attainable, a quorum of
   disinterested directors so directs), a majority vote of stockholders,
   or a court (which may also overturn any of the preceding
   determinations).

        The directors and officers of the Registrant are covered by
   insurance policies indemnifying against certain liabilities, including
   certain liabilities arising under the Securities Act of 1933, as
   amended (the "Securities Act"), which might be incurred by them in
   such capacities and against which they cannot be indemnified by the
   Registrant.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this registration
   statement.

   ITEM 9.   UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:

             (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement.
        Notwithstanding the foregoing, any increase or decrease in volume
        of securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum
        offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate,
        the changes in volume and price represent no more than 20 percent
        change in the maximum aggregate offering price set forth in the










        "Calculation of Registration Fee" table in the effective
        registration statement.

             (iii)     To include any material information with respect
        to the plan of distribution not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the registration statement is on Form S-3, Form S-8 or Form
   F-3, and the  information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports filed
   with or furnished to the Commission by the Registrant pursuant to
   Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
   incorporated by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of the Plan's annual report pursuant to
   Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in the registration statement shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification
   is against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Registrant of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or controlling
   person in connection with the securities being registered, the
   Registrant will, unless in the opinion of its counsel the matter has
   been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question whether such indemnification by
   it is against public policy as expressed in the Act and will be
   governed by the final adjudication of such issue.






                                 SIGNATURES

        THE REGISTRANT.  Pursuant to the requirements of the Securities
   Act of 1933, the Registrant certifies that it has reasonable grounds
   to believe that it meets all of the requirements for filing on Form S-8
   and has duly caused this registration statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in the City of
   Sioux Falls, State of South Dakota, on May 5, 1999.

                                 NORTHWESTERN CORPORATION
                                      (Registrant)



                                 By:/s/  Merle D. Lewis
                                    ------------------------------------
                                      Merle D. Lewis
                                      Chairman of the Board of Directors
                                        and Chief Executive Officer

                              POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and
   appoints Merle D. Lewis the true and lawful attorney-in-fact and agent
   of the undersigned, with full power of substitution and
   resubstitution, for and in the name, place and stead of the
   undersigned, in any and all capacities, to sign any and all amendments
   (including post-effective amendments) to this registration statement,
   and to file the same, with all exhibits thereto, and other documents
   in connection therewith, with the Securities and Exchange Commission,
   and hereby grants to such attorney-in-fact and agent full power and
   authority to do and perform each and every act and thing requisite and
   necessary to be done, fully to all intents and purposes as the
   undersigned might or could do in person, hereby ratifying and
   confirming all that said attorney-in-fact and agent or his substitute
   or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                                          Title                                     Date
              ---------                                          -----                                     ----
     <S>                                               <S>                                              <C>
     /s/      Merle D. Lewis                            Chairman of the Board                           May 5, 1999
     ---------------------------------                  of Directors and Chief
              Merle D. Lewis                            Executive Officer and Director
                                                        (Principal Executive Officer)

     /s/      Richard R. Hylland                        Director, President and                         May 5, 1999
     ---------------------------------                  Chief Operating Officer
              Richard R. Hylland









              Signature                                          Title                                     Date
              ---------                                          -----                                     ----

     /s/      Daniel K. Newell                          Vice President-Finance and                      May 5, 1999
     ---------------------------------                  Chief Financial Officer (Principal
              Daniel K. Newell                          Financial Officer)


     /s/      David A. Monaghan                         Controller and Treasurer                        May 5, 1999
     ---------------------------------                  (Principal Accounting Officer)
              David A. Monaghan


     /s/      Randy G. Darcy                            Director                                        May 5, 1999
     ---------------------------------
              Randy G. Darcy


     /s/      Gary G. Drook                             Director                                        May 5, 1999
     ---------------------------------
              Gary G. Drook


     /s/      Jerry W. Johnson                          Director                                        May 5, 1999
     ---------------------------------
              Jerry W. Johnson


     /s/      Aelred J. Kurtenbach                      Director                                        May 5, 1999
     ---------------------------------
              Aelred J. Kurtenbach


     /s/      Larry F. Ness                             Director                                        May 5, 1999
     ---------------------------------
              Larry F. Ness


     /s/      Gary Olson                                Director                                        May 5, 1999
     ---------------------------------
              Gary Olson


     /s/      Bruce I. Smith                            Director                                        May 5, 1999
     ---------------------------------
              Bruce I. Smith

</TABLE>













                                EXHIBIT INDEX

   EXHIBIT
   NUMBER                   DESCRIPTION
   -------                  -----------

   5              Opinion of Schiff Hardin & Waite.

   23.1           Consent of Arthur Andersen LLP.

   23.2           Consent of Schiff Hardin & Waite
                  (contained in their opinion filed as
                  Exhibit 5).

   24             Powers of Attorney (contained on the
                  signature pages hereto).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17372}]
{"company-data": {"conformed-name": "NORTHWESTERN CORP", "cik": "0000073088", "assigned-sic": "4931", "irs-number": "460172280", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80819", "film-number": "99647441"}, "business-address": {"street1": "125 S DAKOTA AVENUE", "street2": "SUITE 1100", "city": "SIOUX", "state": "SD", "zip": "57104", "phone": "6059782908"}, "mail-address": {"street1": "125 S DAKOTA AVENUE", "street2": "SUITE 1100", "city": "SIOUX", "state": "SD", "zip": "57104"}, "former-company": {"former-conformed-name": "NORTHWESTERN PUBLIC SERVICE CO", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 16, 1999.
                                                   Registration No. 333-
   ======================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                               ---------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                               ---------------
                          NORTHWESTERN CORPORATION
           (Exact name of registrant as specified in its charter)

             Delaware                         46-0172280
   (State or other jurisdiction of         (I.R.S. employer
   incorporation or organization)          identification no.)

                     125 SOUTH DAKOTA AVENUE, SUITE 1100
                    SIOUX FALLS, SOUTH DAKOTA 57104-6403
        (Address of principal executive offices, including zip code)

                               (605) 978-2908
                       (Registrant's telephone number)

                                NORTHWESTERN
                       STOCK OPTION AND INCENTIVE PLAN
                          (Full title of the plan)

                              ALAN D. DIETRICH
        VICE PRESIDENT - LEGAL ADMINISTRATION AND CORPORATE SECRETARY
                          NORTHWESTERN CORPORATION
                     125 SOUTH DAKOTA AVENUE, SUITE 1100
                    SIOUX FALLS, SOUTH DAKOTA 57104-6403
                   (Name and address of agent for service)

                               (605) 978-2908
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:

                               NEAL A. MANCOFF
                            SCHIFF HARDIN & WAITE
                              7200 SEARS TOWER
                           CHICAGO, ILLINOIS 60606
                               (312) 258-5699

                               ---------------
CALCULATION OF REGISTRATION FEE
                                                                      Proposed            Proposed
                                                                       maximum             maximum
                                                     Amount        offering price         aggregate           Amount of
                                                     to be           per share         offering price     registration fee
        Title of Securities to be Registered       registered            (1)                 (1)                 (1)
        ------------------------------------      ----------       --------------      --------------     ----------------
Common Stock, par value $1.75 per share     2,750,000           $25.125          $69,093,750           $19,209
       (including related Common Stock
       purchase rights)
(1)      Estimated on the basis of $25.125 per share, the average of the
               high and low prices of the Common Stock on June 11, 1999, as
               reported on the New York Stock Exchange pursuant to Rule 457(h).

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents which have been filed by Northwestern
   Corporation (the "Registrant") are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 1998;

        (b)  The Registrant's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 1999;

        (c)  The description of the Registrant's Common Stock contained
             in the Registrant's Registration Statement on Form S-3 filed
             with the Commission on June 21, 1995, as amended by
             Amendment No. 1 on Form S-3 filed with the Commission on
             July 28, 1995;

        (d)  The description of the Registrant's Common Stock Purchase
             Rights contained in the Company's Registration Statement on
             Form 8-A filed with the Commission on December 11, 1996.

        All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, prior to the filing of a post-effective amendment which
   indicates that all securities offered hereby have been sold or which
   deregisters all securities then remaining unsold, shall be deemed
   incorporated by reference herein and to be a part hereof from the date
   of filing of such documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The By-Laws of the Registrant provide for indemnification by the
   Registrant of each of its directors and officers to the fullest extent
   permitted by Delaware law for liability (including liability arising
   under the Securities Act of 1933) of such director or officer arising
   by reason of his or her status as a director or officer of the
   Registrant, provided that he or she met the standards established in
   the By-Laws, which include requirements that he or she acted in good
   faith and in a manner he or she reasonably believed to be in the
   Registrant's best interest.  The Registrant will also advance expenses
   prior to final disposition of an action, suit or proceeding upon
   receipt of an undertaking by the director or officer to repay such

   amount if the director of officer is not entitled to indemnification.
   All rights to indemnification and advancement of expenses are deemed
   to be a contract between the Registrant and its directors and
   officers.  The determination that a director or officer has met the
   standards established in the By-Laws may be made by a majority vote of
   a quorum consisting of disinterested directors, an opinion of counsel
   (if no such quorum is available or even if attainable, a quorum of
   disinterested directors so directs), a majority vote of stockholders,
   or a court (which may also overturn any of the preceding
   determinations).

        The directors and officers of the Registrant are covered by
   insurance policies indemnifying against certain liabilities, including
   certain liabilities arising under the Securities Act of 1933, as
   amended (the "Securities Act"), which might be incurred by them in
   such capacities and against which they cannot be indemnified by the
   Registrant.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this registration
   statement.

   ITEM 9.   UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:

             (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement.
        Notwithstanding the foregoing, any increase or decrease in volume
        of securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum
        offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate,
        the changes in volume and price represent no more than 20 percent
        change in the maximum aggregate offering price set forth in the

        "Calculation of Registration Fee" table in the effective
        registration statement.

             (iii)     To include any material information with respect
        to the plan of distribution not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the registration statement is on Form S-3, Form S-8 or Form
   F-3, and the  information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports filed
   with or furnished to the Commission by the Registrant pursuant to
   Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
   incorporated by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of the Plan's annual report pursuant to
   Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in the registration statement shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification
   is against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Registrant of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or controlling
   person in connection with the securities being registered, the
   Registrant will, unless in the opinion of its counsel the matter has
   been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question whether such indemnification by
   it is against public policy as expressed in the Act and will be
   governed by the final adjudication of such issue.

                                 SIGNATURES

        THE REGISTRANT.  Pursuant to the requirements of the Securities
   Act of 1933, the Registrant certifies that it has reasonable grounds
   to believe that it meets all of the requirements for filing on Form S-8
   and has duly caused this registration statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in the City of
   Sioux Falls, State of South Dakota, on May 5, 1999.

                                 NORTHWESTERN CORPORATION
                                      (Registrant)

                                 By:/s/  Merle D. Lewis
                                    ------------------------------------
                                      Merle D. Lewis
                                      Chairman of the Board of Directors
                                        and Chief Executive Officer

                              POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and
   appoints Merle D. Lewis the true and lawful attorney-in-fact and agent
   of the undersigned, with full power of substitution and
   resubstitution, for and in the name, place and stead of the
   undersigned, in any and all capacities, to sign any and all amendments
   (including post-effective amendments) to this registration statement,
   and to file the same, with all exhibits thereto, and other documents
   in connection therewith, with the Securities and Exchange Commission,
   and hereby grants to such attorney-in-fact and agent full power and
   authority to do and perform each and every act and thing requisite and
   necessary to be done, fully to all intents and purposes as the
   undersigned might or could do in person, hereby ratifying and
   confirming all that said attorney-in-fact and agent or his substitute
   or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the dates indicated.
Signature                                          Title                                     Date
              ---------                                          -----                                     ----
/s/      Merle D. Lewis                            Chairman of the Board                           May 5, 1999
     ---------------------------------                  of Directors and Chief
              Merle D. Lewis                            Executive Officer and Director
                                                        (Principal Executive Officer)

     /s/      Richard R. Hylland                        Director, President and                         May 5, 1999
     ---------------------------------                  Chief Operating Officer
              Richard R. Hylland

              Signature                                          Title                                     Date
              ---------                                          -----                                     ----

     /s/      Daniel K. Newell                          Vice President-Finance and                      May 5, 1999
     ---------------------------------                  Chief Financial Officer (Principal
              Daniel K. Newell                          Financial Officer)

     /s/      David A. Monaghan                         Controller and Treasurer                        May 5, 1999
     ---------------------------------                  (Principal Accounting Officer)
              David A. Monaghan

     /s/      Randy G. Darcy                            Director                                        May 5, 1999
     ---------------------------------
              Randy G. Darcy

     /s/      Gary G. Drook                             Director                                        May 5, 1999
     ---------------------------------
              Gary G. Drook

     /s/      Jerry W. Johnson                          Director                                        May 5, 1999
     ---------------------------------
              Jerry W. Johnson

     /s/      Aelred J. Kurtenbach                      Director                                        May 5, 1999
     ---------------------------------
              Aelred J. Kurtenbach

     /s/      Larry F. Ness                             Director                                        May 5, 1999
     ---------------------------------
              Larry F. Ness

     /s/      Gary Olson                                Director                                        May 5, 1999
     ---------------------------------
              Gary Olson

     /s/      Bruce I. Smith                            Director                                        May 5, 1999
     ---------------------------------
              Bruce I. Smith
EXHIBIT INDEX

   EXHIBIT
   NUMBER                   DESCRIPTION
   -------                  -----------

   5              Opinion of Schiff Hardin & Waite.

   23.1           Consent of Arthur Andersen LLP.

   23.2           Consent of Schiff Hardin & Waite
                  (contained in their opinion filed as
                  Exhibit 5).

   24             Powers of Attorney (contained on the
                  signature pages hereto).