NORTHWESTERN FINANCIAL CORP
15-12G, 1996-08-19
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                           UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13 AND 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.

                                  Commission File Number  0-23046
                                                          -------

                 NORTHWESTERN FINANCIAL CORP.
- ----------------------------------------------------------------
   (Exact name of registrant as specified in its charter)

                         720 MAIN AVENUE
                    FARGO, NORTH DAKOTA 58103
                         (701) 232-4248
- ----------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)

              COMMON STOCK, PAR VALUE $.01 PER SHARE
- ----------------------------------------------------------------
       (Title of each class of securities covered by this Form)

                              NONE
- ----------------------------------------------------------------
(Title of all other classes of securities for which a duty to
file reports under section 13(a) or 15(d) remains)

    Please place an X in the box(es) to designate, the
appropriate rule provision(s) relied upon to terminate or suspend
the duty to file reports:

Rule 12g-4(a)(1)(i)      [x]        Rule 12h-3(b)(1)(i)     [  ]
Rule 12g-4(a)(1)(ii)     [ ]        Rule 12h-3(b)(1)(ii)    [  ]
Rule 12g-4(a)(2)(i)      [ ]        Rule 12h-3(b)(2)(i)     [  ]
Rule 12g-4(a)(2)(ii)     [ ]        Rule 12h-3(b)(2)(ii)    [  ]
                                    Rule 15d-6              [  ]

     Approximate number of holders of record as of the
certification or notice date:  One
                               ---

     Pursuant to the requirements of the Securities Exchange Act
of 1934, NORTHWESTERN FINANCIAL CORP. has caused this
certification/notice to be signed on its behalf by the
undersigned duly authorized person.


Date: August 2, 1996         By:/s/ Steven P. Worwa, President
                                -------------------------------
                                Steven P. Worwa
                                President

Instruction:  This form is required by Rules 12g-4, 12h-3 and
15d-6 of the General Rules and Regulations under the Securities
Exchange Act of 1934.  The registrant shall file with the
Commission three copies of Form 15, one of which shall be
manually signed.  It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person. 
The name and title of the person signing the form shall be typed
or printed under the signature.   



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