SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                     
                                 FORM S-8
                                     
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     
                                     
                    NORTHWESTERN PUBLIC SERVICE COMPANY
          (Exact name of registrant as specified in its charter)
                                     
         Delaware                                   46-0172280
(State of Incorporation)                (IRS Employer Identification No.)

  33 Third Street SE
  Huron, South Dakota                                    57350-1318
(Address of Principal Executive Offices)                 (Zip code)

               Variable Investment Plan and Trust Agreement
                         (Full title of the plan)
                                     
                             Alan D. Dietrich
        Vice President - Corporate Services and Corporate Secretary
                            33 Third Street SE
                              P. O. Box 1318
                      Huron, South Dakota 57350-1318
                  (Name and address of agent for service)

                               605-352-8411
        (Telephone No., including area code, of agent for service)
                                     
                      Calculation of Registration Fee
                                     
                              Proposed       Proposed
Title of                      Maximum        Maximum
Securities     Amount         Offering       Aggregate      Amount of
To Be          To Be          Price Per      Offering       Registration
Registered     Registered     Share (1)      Price (1)      Fee (1)
- ----------     ----------     ---------      ---------      ------------

Common Stock    500,000        $25.875       $12,937,500     $4,461.24
($3.50 par      Shares
 value)

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

(1)  Pursuant to Rule 457(6), the price is computed on the basis of the
     average of the high and low prices reported on the New York Stock
     Exchange consolidated reporting system for November 7, 1994.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1993,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Plan described herein
     for which no separate fee is required.
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                     
                                  PART II
                                     
Item 3.  Incorporation of Documents by Reference

          The following documents are incorporated by reference in this
Registration Statement:

     (a)  Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1993, Commission File 0-692.

     (b)  A description of the Registrant's Common Stock, $3.50 par value,
          is incorporated by reference to the Registration Statement on
          Form S-3 filed with the Commission on May 13, 1994.

          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.

          Any statement contained herein or in a document incorporated by
reference or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that such statement is modified or superseded by any other
subsequently filed document which is incorporated or is deemed to be
incorporated by reference herein.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

Item 4.  Description of Securities

          N/A

Item 5.  Interests of Named Experts and Counsel

          None.

Item 6.  Indemnification of Directors and Officers

          The Company, being incorporated under the Delaware General
Corporation Law, is empowered by Section 145 of such Law, subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in the defense of any
threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of his being or having been a director or
officer of the Company.  The statute provides that indemnification pursuant
to its provisions is not exclusive of other rights of indemnification to
which a person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.

          Article V of the Company's By-Laws provides that in addition to
all other compensation which they may, respectively, receive from the
Company, the Company will indemnify and save harmless each director and
officer of the Company against all costs and expenses reasonably incurred
by him as the result of the assertion or institution against him at any
time of any claim, suit or proceeding by reason of his being or having been
a director or officer of the Company or by reason of his acts or omissions
as such director or officer of the Company, except in cases where such
director or officer shall be adjudged in any such suit or proceeding to be
liable because of dereliction in the performance of his duty as such
officer or director; such indemnification to be without prejudice to any
and all legal rights of such director or officer.

          The Company maintains policies under which its officers and
directors are insured, within the limits and subject to the limitations of
the policies, against claims arising solely by reason of their being
officers or directors of the Company for actual or alleged errors,
misstatements, misleading statements, acts, omissions, neglects or breaches
of duty and certain expenses resulting therefrom, including costs of
investigation and defense of legal actions, claims or proceedings, and
appeals therefrom.

Item 7.  Exemption from Registration Claimed

          N/A

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.

          The Registrant will submit or has submitted the plan and any
amendment thereto to the Internal Revenue Service in a timely manner and
has made or will make all changes required by the IRS in order to qualify
the plan.

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;

   (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 (1)(i) and (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.






                                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 November 2, 1994.

                         (Registrant) Northwestern Public Service Company

                         By (Signature and Title)      /s/  M. D. Lewis
                                                       M. D. Lewis
                                                       President & CEO

                             POWER OF ATTORNEY
          Each director and officer of the Company whose signature appears
below hereby authorizes the agent for service named in the registration
statement to execute in the name of such person, and to file, any amendment
to the registration statement unnecessary or advisable to enable the
registrant to comply with the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, which amendment may make such other changes in the
registration statement as the agent for service deems appropriate.

          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 date indicated.

Date                     Signature and Title

November 2, 1994         By   /s/  R. A. Wilkens
                              R. A. Wilkens
                              Chairman of the Board of Directors

November 2, 1994         By   /s/  M. D. Lewis
                              M. D. Lewis, Director and President
                              and Chief Executive Officer

November 2, 1994         By   /s/  R. R. Hylland
                              R. R. Hylland, Vice President - Finance
                              & Corporate Development & Treasurer
                              (Principal Financial and Accounting Officer)

November 2, 1994         By   /s/  Aelred J. Kurtenbach
                              Aelred J. Kurtenbach, Director

November 2, 1994         By   /s/  Jerry W. Johnson
                              Jerry W. Johnson, Director

November 2, 1994         By   /s/  Herman Lerdal
                              Herman Lerdal, Director

November 2, 1994         By   /s/  Larry F. Ness
                              Larry F. Ness, Director

November 2, 1994         By   /s/  Raymond M. Schutz
                              Raymond M. Schutz, Director

November 2, 1994         By   /s/  Bruce I. Smith
                              Bruce I. Smith, Director

November 2, 1994         By   /s/  W. W. Wood
                              W. W. Wood, Director

          (The Plan)  Pursuant to the requirements of the Securities Act of
1933, the Trustee has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Huron, South Dakota, on November 2, 1994.

(Plan) Northwestern Public Service Company Variable Investment Plan and
Trust Agreement

                         By   /s/  Thomas A. Gulbranson
                              Thomas A. Gulbranson, Trustee

                         By   /s/  Robert J. Hollibaugh
                              Robert J. Hollibaugh, Trustee

                         By   /s/  Alan D. Dietrich
                              Alan D. Dietrich, Trustee
                               EXHIBIT INDEX

          The following documents are filed as part of the Registration
Statement.

3(a)(1)
Registrant's Restated Certificate of Incorporation, dated February 7, 1990,
is incorporated by reference to Exhibit 3(a)(1) to Form 10-K for the year
ended December 31, 1989, Commission File No. 0-692.

3(a)(2)
Certificate of Retirement of Preferred Stocks, dated January 13, 1992, is
incorporated by reference to Exhibit 3(a)(2) to Form 10-K for the year
ended December 31, 1991, Commission File No. 0-692.

3(b)
Registrant's By-Laws, as amended, dated December 1, 1990, are incorporated
by reference to Exhibit 3(b) to Form 10-K for the year ended December 31,
1990, Commission File No. 0-692.

4(a)(1)
Indenture, dated August 1, 1940, executed by the Company to The Chase
Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, and supplemental
and amendatory indentures thereto are incorporated by reference to Exhibit
2 to Form 12-K for the year ended December 31, 1970, Commission File No. 2-
4472.

4(a)(2)
Supplemental Indenture, dated August 1, 1972, executed by the Company to
The Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 2 to Form 8-K for the month of August,
1972, Commission File No. 2-4472.

4(a)(3)
Supplemental Indenture, dated July 1, 1973, executed by the Company to The
Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 1 to Form 8-K for the month of July,
1973, Commission File No. 2-4472.

4(a)(4)
Supplemental Indenture, dated November 14, 1974, executed by the Company to
The Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 1 to Form 8-K for the month of
November, 1974, Commission File No. 2-4472.

4(a)(5)
Supplemental Indenture, dated May 1, 1975, executed by the Company to The
Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 2 to Form 8-K for the month of May,
1975, Commission File No. 2-4472.

4(a)(6)
Supplemental Indenture, dated June 1, 1977, executed by the Company to The
Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 2(a)(34) to Registration Statement on
Form S-7 (Reg. No. 2-58825).

4(a)(7)
Supplemental Indenture, dated July 1, 1978, executed by the Company to The
Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 2(a)(43) to Registration Statement on
Form S-7 (Reg. No. 2-63083).

4(a)(8)
Supplemental Indenture, dated December 1, 1978, executed by the Company to
The Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 11 to Form 10-K for the year ended
December 31, 1978, Commission File No. 0-692.

4(a)(9)
Registrant's Supplemental Indenture, dated May 6, 1987, is incorporated by
reference to Exhibit 3(a) to Form 10-Q for the quarter ended September 30,
1987, Commission File No. 0-692.

4(a)(10)
Supplemental Indenture, dated November 1, 1989, executed by the Company to
The Chase Manhattan Bank (N.A.) and Vincent J. Marino, as Trustees, is
incorporated by reference to Exhibit 4(a)(10) to Form 10-K for the year
ended December 31, 1989, Commission File No. 0-692.

4(a)(11)(i)
Supplemental Indenture, dated July 15, 1991, executed by the Company to The
Chase Manhattan Bank (N.A.) and C. J. Heinzelmann, as Trustees, is
incorporated by reference to Exhibit 4(a)(11)(i) to Form 8-K, dated August
1, 1991, Commission File No. 0-692.

4(a)(12)
Supplemental Indenture, dated November 15, 1991, is incorporated by
reference to Exhibit 4(a)(12) to Form 10-K for the year ended December 31,
1991, Commission File No. 0-692.

4(a)(13)
Supplemental Indenture, dated September 1, 1992, executed by the Company to
The Chase Manhattan Bank (N.A.) and C. J. Heinzelmann, as Trustees, is
incorporated by reference to Exhibit 4(a)(11)(i) to Form 8-K, dated
September 18, 1992, Commission File No. 0-692.

4(a)(14)
Underwriting Agreement dated August 16, 1993 among the Company, Morgan
Stanley & Co. Incorporated, Lehman Brothers Inc. and NatWest Capital
Markets Limited, is incorporated by reference to Exhibit 1 of Registrant's
Report on Form 8-K, dated August 16, 1993, Commission File No. 0-692.

4(a)(15)
General Mortgage Indenture and Deed of Trust dated as of August 1, 1993
from the Company to The Chase Manhattan Bank (National Association), as
Trustee, is incorporated by reference to Exhibit 4(a) of Form 8-K, dated
August 16, 1993, Commission File No. 0-692.

4(a)(16)
Supplemental Indenture dated as of August 15, 1993 to the General Mortgage
Indenture and Deed of Trust dated as of August 1, 1993 executed by the
Company to The Chase Manhattan Bank (National Association), as Trustee, is
incorporated by reference to Exhibit 4(b) of Form 8-K, dated August 16,
1993, Commission File No. 0-692.

4(a)(17)
Supplemental Indenture dated August 15, 1993 to the Indenture dated August
1, 1940 from the Company to The Chase Manhattan Bank (National Association)
and C. J. Heinzelmann, as successor Trustees, is incorporated by reference
to Exhibit 4(c) of Form 8-K, dated August 16, 1993, Commission File No. 0-
692.

4(b)(1)
Copy of Sale Agreement between Company and Mercer County, North Dakota,
dated June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series 1993, is
incorporated by reference to Exhibit 4(b)(1) of Registrant's report on Form
10-Q for the quarter ending June 30, 1993, Commission File No. 0-692.

4(b)(2)
Copy of Loan Agreement between Company and Grant County, South Dakota,
dated June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series 1993A,
is incorporated by reference to Exhibit 4(b)(2) of Registrant's report on
Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692.

4(b)(3)
Copy of Loan Agreement between Company and Grant County, South Dakota,
dated June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series 1993B,
is incorporated by reference to Exhibit 4(b)(3) of Registrant's report on
Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692.

4(b)(4)
Copy of Loan Agreement between Company and City of Salix, Iowa, dated June
1, 1993, related to issuance of Pollution Control Refunding Revenue Bonds
(Northwestern Public Service Company Project) Series 1993, is incorporated
by reference to Exhibit 4(b)(4) of Registrant's report on Form 10-Q for the
quarter ending June 30, 1993, Commission File No. 0-692.

5
Opinion of counsel re legality of securities being registered.

23
Consent of Arthur Andersen LLP

24
Power of Attorney contained in signature page of Registration Statement.
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SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                     
                                 FORM S-8
                                     
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     
                                     
                    NORTHWESTERN PUBLIC SERVICE COMPANY
          (Exact name of registrant as specified in its charter)
                                     
         Delaware                                   46-0172280
(State of Incorporation)                (IRS Employer Identification No.)

  33 Third Street SE
  Huron, South Dakota                                    57350-1318
(Address of Principal Executive Offices)                 (Zip code)

               Variable Investment Plan and Trust Agreement
                         (Full title of the plan)
                                     
                             Alan D. Dietrich
        Vice President - Corporate Services and Corporate Secretary
                            33 Third Street SE
                              P. O. Box 1318
                      Huron, South Dakota 57350-1318
                  (Name and address of agent for service)

                               605-352-8411
        (Telephone No., including area code, of agent for service)
                                     
                      Calculation of Registration Fee
                                     
                              Proposed       Proposed
Title of                      Maximum        Maximum
Securities     Amount         Offering       Aggregate      Amount of
To Be          To Be          Price Per      Offering       Registration
Registered     Registered     Share (1)      Price (1)      Fee (1)
- ----------     ----------     ---------      ---------      ------------

Common Stock    500,000        $25.875       $12,937,500     $4,461.24
($3.50 par      Shares
 value)

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

(1)  Pursuant to Rule 457(6), the price is computed on the basis of the
     average of the high and low prices reported on the New York Stock
     Exchange consolidated reporting system for November 7, 1994.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1993,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Plan described herein
     for which no separate fee is required.
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                     
                                  PART II
                                     
Item 3.  Incorporation of Documents by Reference

          The following documents are incorporated by reference in this
Registration Statement:

     (a)  Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1993, Commission File 0-692.

     (b)  A description of the Registrant's Common Stock, $3.50 par value,
          is incorporated by reference to the Registration Statement on
          Form S-3 filed with the Commission on May 13, 1994.

          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.

          Any statement contained herein or in a document incorporated by
reference or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that such statement is modified or superseded by any other
subsequently filed document which is incorporated or is deemed to be
incorporated by reference herein.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

Item 4.  Description of Securities

          N/A

Item 5.  Interests of Named Experts and Counsel

          None.

Item 6.  Indemnification of Directors and Officers

          The Company, being incorporated under the Delaware General
Corporation Law, is empowered by Section 145 of such Law, subject to the
procedures and limitations stated therein, to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in the defense of any
threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of his being or having been a director or
officer of the Company.  The statute provides that indemnification pursuant
to its provisions is not exclusive of other rights of indemnification to
which a person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.

          Article V of the Company's By-Laws provides that in addition to
all other compensation which they may, respectively, receive from the
Company, the Company will indemnify and save harmless each director and
officer of the Company against all costs and expenses reasonably incurred
by him as the result of the assertion or institution against him at any
time of any claim, suit or proceeding by reason of his being or having been
a director or officer of the Company or by reason of his acts or omissions
as such director or officer of the Company, except in cases where such
director or officer shall be adjudged in any such suit or proceeding to be
liable because of dereliction in the performance of his duty as such
officer or director; such indemnification to be without prejudice to any
and all legal rights of such director or officer.

          The Company maintains policies under which its officers and
directors are insured, within the limits and subject to the limitations of
the policies, against claims arising solely by reason of their being
officers or directors of the Company for actual or alleged errors,
misstatements, misleading statements, acts, omissions, neglects or breaches
of duty and certain expenses resulting therefrom, including costs of
investigation and defense of legal actions, claims or proceedings, and
appeals therefrom.

Item 7.  Exemption from Registration Claimed

          N/A

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.

          The Registrant will submit or has submitted the plan and any
amendment thereto to the Internal Revenue Service in a timely manner and
has made or will make all changes required by the IRS in order to qualify
the plan.

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;

   (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 (1)(i) and (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.

                                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 November 2, 1994.

                         (Registrant) Northwestern Public Service Company

                         By (Signature and Title)      /s/  M. D. Lewis
                                                       M. D. Lewis
                                                       President & CEO

                             POWER OF ATTORNEY
          Each director and officer of the Company whose signature appears
below hereby authorizes the agent for service named in the registration
statement to execute in the name of such person, and to file, any amendment
to the registration statement unnecessary or advisable to enable the
registrant to comply with the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, which amendment may make such other changes in the
registration statement as the agent for service deems appropriate.

          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 date indicated.

Date                     Signature and Title

November 2, 1994         By   /s/  R. A. Wilkens
                              R. A. Wilkens
                              Chairman of the Board of Directors

November 2, 1994         By   /s/  M. D. Lewis
                              M. D. Lewis, Director and President
                              and Chief Executive Officer

November 2, 1994         By   /s/  R. R. Hylland
                              R. R. Hylland, Vice President - Finance
                              & Corporate Development & Treasurer
                              (Principal Financial and Accounting Officer)

November 2, 1994         By   /s/  Aelred J. Kurtenbach
                              Aelred J. Kurtenbach, Director

November 2, 1994         By   /s/  Jerry W. Johnson
                              Jerry W. Johnson, Director

November 2, 1994         By   /s/  Herman Lerdal
                              Herman Lerdal, Director

November 2, 1994         By   /s/  Larry F. Ness
                              Larry F. Ness, Director

November 2, 1994         By   /s/  Raymond M. Schutz
                              Raymond M. Schutz, Director

November 2, 1994         By   /s/  Bruce I. Smith
                              Bruce I. Smith, Director

November 2, 1994         By   /s/  W. W. Wood
                              W. W. Wood, Director

          (The Plan)  Pursuant to the requirements of the Securities Act of
1933, the Trustee has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Huron, South Dakota, on November 2, 1994.

(Plan) Northwestern Public Service Company Variable Investment Plan and
Trust Agreement

                         By   /s/  Thomas A. Gulbranson
                              Thomas A. Gulbranson, Trustee

                         By   /s/  Robert J. Hollibaugh
                              Robert J. Hollibaugh, Trustee

                         By   /s/  Alan D. Dietrich
                              Alan D. Dietrich, Trustee
                               EXHIBIT INDEX

          The following documents are filed as part of the Registration
Statement.

3(a)(1)
Registrant's Restated Certificate of Incorporation, dated February 7, 1990,
is incorporated by reference to Exhibit 3(a)(1) to Form 10-K for the year
ended December 31, 1989, Commission File No. 0-692.

3(a)(2)
Certificate of Retirement of Preferred Stocks, dated January 13, 1992, is
incorporated by reference to Exhibit 3(a)(2) to Form 10-K for the year
ended December 31, 1991, Commission File No. 0-692.

3(b)
Registrant's By-Laws, as amended, dated December 1, 1990, are incorporated
by reference to Exhibit 3(b) to Form 10-K for the year ended December 31,
1990, Commission File No. 0-692.

4(a)(1)
Indenture, dated August 1, 1940, executed by the Company to The Chase
Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, and supplemental
and amendatory indentures thereto are incorporated by reference to Exhibit
2 to Form 12-K for the year ended December 31, 1970, Commission File No. 2-
4472.

4(a)(2)
Supplemental Indenture, dated August 1, 1972, executed by the Company to
The Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 2 to Form 8-K for the month of August,
1972, Commission File No. 2-4472.

4(a)(3)
Supplemental Indenture, dated July 1, 1973, executed by the Company to The
Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 1 to Form 8-K for the month of July,
1973, Commission File No. 2-4472.

4(a)(4)
Supplemental Indenture, dated November 14, 1974, executed by the Company to
The Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 1 to Form 8-K for the month of
November, 1974, Commission File No. 2-4472.

4(a)(5)
Supplemental Indenture, dated May 1, 1975, executed by the Company to The
Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 2 to Form 8-K for the month of May,
1975, Commission File No. 2-4472.

4(a)(6)
Supplemental Indenture, dated June 1, 1977, executed by the Company to The
Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 2(a)(34) to Registration Statement on
Form S-7 (Reg. No. 2-58825).

4(a)(7)
Supplemental Indenture, dated July 1, 1978, executed by the Company to The
Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 2(a)(43) to Registration Statement on
Form S-7 (Reg. No. 2-63083).

4(a)(8)
Supplemental Indenture, dated December 1, 1978, executed by the Company to
The Chase Manhattan Bank (N.A.) and J. J. O'Connell, as Trustees, is
incorporated by reference to Exhibit 11 to Form 10-K for the year ended
December 31, 1978, Commission File No. 0-692.

4(a)(9)
Registrant's Supplemental Indenture, dated May 6, 1987, is incorporated by
reference to Exhibit 3(a) to Form 10-Q for the quarter ended September 30,
1987, Commission File No. 0-692.

4(a)(10)
Supplemental Indenture, dated November 1, 1989, executed by the Company to
The Chase Manhattan Bank (N.A.) and Vincent J. Marino, as Trustees, is
incorporated by reference to Exhibit 4(a)(10) to Form 10-K for the year
ended December 31, 1989, Commission File No. 0-692.

4(a)(11)(i)
Supplemental Indenture, dated July 15, 1991, executed by the Company to The
Chase Manhattan Bank (N.A.) and C. J. Heinzelmann, as Trustees, is
incorporated by reference to Exhibit 4(a)(11)(i) to Form 8-K, dated August
1, 1991, Commission File No. 0-692.

4(a)(12)
Supplemental Indenture, dated November 15, 1991, is incorporated by
reference to Exhibit 4(a)(12) to Form 10-K for the year ended December 31,
1991, Commission File No. 0-692.

4(a)(13)
Supplemental Indenture, dated September 1, 1992, executed by the Company to
The Chase Manhattan Bank (N.A.) and C. J. Heinzelmann, as Trustees, is
incorporated by reference to Exhibit 4(a)(11)(i) to Form 8-K, dated
September 18, 1992, Commission File No. 0-692.

4(a)(14)
Underwriting Agreement dated August 16, 1993 among the Company, Morgan
Stanley & Co. Incorporated, Lehman Brothers Inc. and NatWest Capital
Markets Limited, is incorporated by reference to Exhibit 1 of Registrant's
Report on Form 8-K, dated August 16, 1993, Commission File No. 0-692.

4(a)(15)
General Mortgage Indenture and Deed of Trust dated as of August 1, 1993
from the Company to The Chase Manhattan Bank (National Association), as
Trustee, is incorporated by reference to Exhibit 4(a) of Form 8-K, dated
August 16, 1993, Commission File No. 0-692.

4(a)(16)
Supplemental Indenture dated as of August 15, 1993 to the General Mortgage
Indenture and Deed of Trust dated as of August 1, 1993 executed by the
Company to The Chase Manhattan Bank (National Association), as Trustee, is
incorporated by reference to Exhibit 4(b) of Form 8-K, dated August 16,
1993, Commission File No. 0-692.

4(a)(17)
Supplemental Indenture dated August 15, 1993 to the Indenture dated August
1, 1940 from the Company to The Chase Manhattan Bank (National Association)
and C. J. Heinzelmann, as successor Trustees, is incorporated by reference
to Exhibit 4(c) of Form 8-K, dated August 16, 1993, Commission File No. 0-
692.

4(b)(1)
Copy of Sale Agreement between Company and Mercer County, North Dakota,
dated June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series 1993, is
incorporated by reference to Exhibit 4(b)(1) of Registrant's report on Form
10-Q for the quarter ending June 30, 1993, Commission File No. 0-692.

4(b)(2)
Copy of Loan Agreement between Company and Grant County, South Dakota,
dated June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series 1993A,
is incorporated by reference to Exhibit 4(b)(2) of Registrant's report on
Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692.

4(b)(3)
Copy of Loan Agreement between Company and Grant County, South Dakota,
dated June 1, 1993, related to issuance of Pollution Control Refunding
Revenue Bonds (Northwestern Public Service Company Project) Series 1993B,
is incorporated by reference to Exhibit 4(b)(3) of Registrant's report on
Form 10-Q for the quarter ending June 30, 1993, Commission File No. 0-692.

4(b)(4)
Copy of Loan Agreement between Company and City of Salix, Iowa, dated June
1, 1993, related to issuance of Pollution Control Refunding Revenue Bonds
(Northwestern Public Service Company Project) Series 1993, is incorporated
by reference to Exhibit 4(b)(4) of Registrant's report on Form 10-Q for the
quarter ending June 30, 1993, Commission File No. 0-692.

5
Opinion of counsel re legality of securities being registered.

23
Consent of Arthur Andersen LLP

24
Power of Attorney contained in signature page of Registration Statement.