As filed with the Securities and Exchange Commission on December 30, 1996
                                          Registration No. 333-             
   =========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SCEURITIES ACT OF 1933
                    ----------------------------------------
                      NORTHWESTERN PUBLIC SERVICE COMPANY
             (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.)

                              33 3rd Street, S.E.
                         Huron, South Dakota 57350-1605
          (Address of principal executive offices, including zip code)

                      NORTHWESTERN PUBLIC SERVICE COMPANY
                     SUPPLEMENTAL VARIABLE INVESTMENT PLAN 
                            (Full title of the plan)

                                Alan D. Dietrich
                        Vice President - Administration
                      Northwestern Public Service Company
                             600 Market Street West
                         Huron, South Dakota 57350-1500
                    (Name and address of agent for service)

                                 (605) 352-8411
         (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

                      -----------------------------------<PAGE>


                        CALCULATION OF REGISTRATION FEE


                                      Proposed   Proposed
                                       maximum   maximum
    Title of Securities    Amount     offering  aggregate    Amount of
     to be Registered       to be      price     offering   registration
                         registered     per       price         fee
                                       share       (1)          (1)
                                        (1)

    Common Stock, par      20,000      $34.25    $685,000       $208
    value $3.50 per
    share

    Interests in the         (2)        (2)        (2)          (2)
    Plan


   (1)  Estimated on the basis of $34.25 per share, the average of the high
        and low prices of the Common Stock on December 23, 1996, as reported
        in the consolidated reporting system pursuant to Rule 457(h).

   (2)  In addition, pursuant to Rule 416(c) under the Securities Act of
        1933, this Registration Statement also covers an indeterminate
        amount of interests to be offered or sold pursuant to the
        Northwestern Public Service Company Supplemental Variable Investment
        Plan for which no separate fee is required.<PAGE>





                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents that have been filed by Northwestern Public
   Service Company (the "Registrant") are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1995; 

        (b)  The Registrant's Quarterly Reports on Form 10-Q for the
             quarters ended March 31, 1996, June 30, 1996 and September 30,
             1996; and

        (c)  The description of the Registrant's Common Stock, par value
             $3.50 per share, 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.

        All documents subsequently filed by the Registrant and/or the Plan
   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<PAGE>





   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 on page 8 hereof.

   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; provided, however, that 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 a 20 percent change in the maximum aggregate offering price set
        forth in the "Calculation of Registration Fee" table in the
        effective registration statement; and

             (iii)     To include any material information with respect to
        the plan of distribution not previously disclosed in the


                                     - 2 -<PAGE>





        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 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 an employee benefit 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.






                                     - 3 -<PAGE>





                                   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 Huron, State
   of South Dakota, on December 23, 1996.

                                 NORTHWESTERN PUBLIC SERVICE COMPANY
                                      (Registrant)



                                 By:/s/    Merle D. Lewis
                                    -------------------------------------
                                      Merle D. Lewis
                                      President 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           President, Chief          December 23, 1996
   -------------------------     Executive Officer 
        Merle D. Lewis           and Director (Principal 
                                 Executive Officer)




                                     - 4 -<PAGE>





   /s/  Daniel K. Newell         Vice President-Finance    December 23, 1996
   ------------------------      and Chief Financial 
        Daniel K. Newell         Officer (Principal
                                 Financial Officer)


   /s/  Rogene A. Thaden         Treasurer (Chief          December 23, 1996
   ------------------------      Accounting Officer)
        Rogene A. Thaden


   /s/  Robert A. Wilkens        Chairman of the Board     December 23, 1996
   -------------------------     and Director
        Robert A. Wilkens


   /s/  Richard R. Hylland       Director                  December 23, 1996
   -------------------------
        Richard R. Hylland



   /s/  Jerry W. Johnson         Director                  December 23, 1996
   -------------------------
        Jerry W. Johnson



   /s/  Aelred J. Kurtenbach     Director                  December 23, 1996
   -------------------------
        Aelred J. Kurtenbach



   /s/  Herman Lerdal            Director                  December 23, 1996
   -------------------------
        Herman Lerdal




   /s/  Larry F. Ness            Director                  December 23, 1996
   -------------------------
        Larry F. Ness



   /s/  Raymond M. Schutz        Director                  December 23, 1996
   -------------------------
        Raymond M. Schutz



                                     - 5 -<PAGE>





   /s/  Bruce I. Smith           Director                  December 23, 1996
   --------------------------
        Bruce I. Smith


















































                                     - 6 -<PAGE>





        THE PLAN.  Pursuant to the requirements of the Securities Act of
   1933, the Plan's administrative committee has duly caused this
   Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Huron, State of South Dakota,
   on December 23, 1996.


                            NORTHWESTERN PUBLIC SERVICE COMPANY SUPPLEMENTAL
                            VARIABLE INVESTMENT PLAN



                            By:  /s/  Daniel K. Newell
                                 ----------------------------------------
                                 Daniel K. Newell
                                 Member of Administrative Committee



                                 /s/  Thomas A. Gulbranson
                                 ----------------------------------------
                                      Thomas A. Gulbranson
                                      Member of Administrative Committee



                                 /s/  Alan D. Dietrich
                                 ----------------------------------------
                                      Alan D. Dietrich
                                      Member of Administrative Committee























                                     - 7 -<PAGE>





                                 EXHIBIT INDEX

   EXHIBIT
   NUMBER                   DESCRIPTION                             PAGE NO.
   -------                  -----------                             --------

   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).






































                                     - 8 -<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17747}]
{"company-data": {"conformed-name": "NORTHWESTERN PUBLIC SERVICE CO", "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": "333-18991", "film-number": "96688211"}, "business-address": {"street1": "33 THIRD ST SE", "street2": "PO BOX 1318", "city": "HURON", "state": "SD", "zip": "57350-1318", "phone": "6053528411"}}
As filed with the Securities and Exchange Commission on December 30, 1996
                                          Registration No. 333-             
   =========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SCEURITIES ACT OF 1933
                    ----------------------------------------
                      NORTHWESTERN PUBLIC SERVICE COMPANY
             (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.)

                              33 3rd Street, S.E.
                         Huron, South Dakota 57350-1605
          (Address of principal executive offices, including zip code)

                      NORTHWESTERN PUBLIC SERVICE COMPANY
                     SUPPLEMENTAL VARIABLE INVESTMENT PLAN 
                            (Full title of the plan)

                                Alan D. Dietrich
                        Vice President - Administration
                      Northwestern Public Service Company
                             600 Market Street West
                         Huron, South Dakota 57350-1500
                    (Name and address of agent for service)

                                 (605) 352-8411
         (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
    Title of Securities    Amount     offering  aggregate    Amount of
     to be Registered       to be      price     offering   registration
                         registered     per       price         fee
                                       share       (1)          (1)
                                        (1)

    Common Stock, par      20,000      $34.25    $685,000       $208
    value $3.50 per
    share

    Interests in the         (2)        (2)        (2)          (2)
    Plan

   (1)  Estimated on the basis of $34.25 per share, the average of the high
        and low prices of the Common Stock on December 23, 1996, as reported
        in the consolidated reporting system pursuant to Rule 457(h).

   (2)  In addition, pursuant to Rule 416(c) under the Securities Act of
        1933, this Registration Statement also covers an indeterminate
        amount of interests to be offered or sold pursuant to the
        Northwestern Public Service Company Supplemental Variable Investment
        Plan for which no separate fee is required.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents that have been filed by Northwestern Public
   Service Company (the "Registrant") are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1995; 

        (b)  The Registrant's Quarterly Reports on Form 10-Q for the
             quarters ended March 31, 1996, June 30, 1996 and September 30,
             1996; and

        (c)  The description of the Registrant's Common Stock, par value
             $3.50 per share, 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.

        All documents subsequently filed by the Registrant and/or the Plan
   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 on page 8 hereof.

   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; provided, however, that 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 a 20 percent change in the maximum aggregate offering price set
        forth in the "Calculation of Registration Fee" table in the
        effective registration statement; and

             (iii)     To include any material information with respect to
        the plan of distribution not previously disclosed in the

                                     - 2 -
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 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 an employee benefit 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.

                                     - 3 -
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 Huron, State
   of South Dakota, on December 23, 1996.

                                 NORTHWESTERN PUBLIC SERVICE COMPANY
                                      (Registrant)

                                 By:/s/    Merle D. Lewis
                                    -------------------------------------
                                      Merle D. Lewis
                                      President 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           President, Chief          December 23, 1996
   -------------------------     Executive Officer 
        Merle D. Lewis           and Director (Principal 
                                 Executive Officer)

                                     - 4 -
/s/  Daniel K. Newell         Vice President-Finance    December 23, 1996
   ------------------------      and Chief Financial 
        Daniel K. Newell         Officer (Principal
                                 Financial Officer)

   /s/  Rogene A. Thaden         Treasurer (Chief          December 23, 1996
   ------------------------      Accounting Officer)
        Rogene A. Thaden

   /s/  Robert A. Wilkens        Chairman of the Board     December 23, 1996
   -------------------------     and Director
        Robert A. Wilkens

   /s/  Richard R. Hylland       Director                  December 23, 1996
   -------------------------
        Richard R. Hylland

   /s/  Jerry W. Johnson         Director                  December 23, 1996
   -------------------------
        Jerry W. Johnson

   /s/  Aelred J. Kurtenbach     Director                  December 23, 1996
   -------------------------
        Aelred J. Kurtenbach

   /s/  Herman Lerdal            Director                  December 23, 1996
   -------------------------
        Herman Lerdal

   /s/  Larry F. Ness            Director                  December 23, 1996
   -------------------------
        Larry F. Ness

   /s/  Raymond M. Schutz        Director                  December 23, 1996
   -------------------------
        Raymond M. Schutz

                                     - 5 -
/s/  Bruce I. Smith           Director                  December 23, 1996
   --------------------------
        Bruce I. Smith

                                     - 6 -
THE PLAN.  Pursuant to the requirements of the Securities Act of
   1933, the Plan's administrative committee has duly caused this
   Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Huron, State of South Dakota,
   on December 23, 1996.

                            NORTHWESTERN PUBLIC SERVICE COMPANY SUPPLEMENTAL
                            VARIABLE INVESTMENT PLAN

                            By:  /s/  Daniel K. Newell
                                 ----------------------------------------
                                 Daniel K. Newell
                                 Member of Administrative Committee

                                 /s/  Thomas A. Gulbranson
                                 ----------------------------------------
                                      Thomas A. Gulbranson
                                      Member of Administrative Committee

                                 /s/  Alan D. Dietrich
                                 ----------------------------------------
                                      Alan D. Dietrich
                                      Member of Administrative Committee

                                     - 7 -
EXHIBIT INDEX

   EXHIBIT
   NUMBER                   DESCRIPTION                             PAGE NO.
   -------                  -----------                             --------

   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).

                                     - 8 -