SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

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

                                       FORM S-8

                                REGISTRATION STATEMENT

                                        UNDER

                              THE SECURITIES ACT OF 1933

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

                              THE MONTANA POWER COMPANY
                (Exact name of registrant as specified in its charter)

                      Montana                              81-0170530
           (State or other jurisdiction                   (IRS Employer
         of incorporation or organization)             Identification No.)

                 40 East Broadway
                  Butte, Montana                              59701
     (address of principal executive offices)              (Zip Code)

                              The Montana Power Company
                            1998 Long-Term Incentive Plan
                               (full title of the plan)

        R.P. GANNON, Chairman of the Board             JOHN T. HOOD, ESQ.
            and Chief Executive Officer             Thelen Reid & Priest LLP
                                                      40 West 57th Street
      J.P. PEDERSON, Vice President and Chief      New York, New York  10019
          Financial & Information Officer                 212-603-2000

             The Montana Power Company
                 40 East Broadway
               Butte, Montana 59701
                   406-723-5421

                       (Names, addresses and telephone numbers,
                     including area codes, of agents for service)

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

                           CALCULATION OF REGISTRATION FEE

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

       Title of                           Proposed     Proposed
      Each Class of                        Maximum      Maximum
       Securities          Amount         Offering     Aggregate    Amount of
        Being               to be          Price       Offering   Registration
      Registered         Registered(1)   Per Unit(2)   Price(2)        Fee

      Common Stock,       2,000,000        $33.88    $67,760,000  $19,989.20(3)
      without par value   shares

      Preferred Share     2,000,000                               
      Purchase Rights     rights (3)

      ========================================================================

     (1)   In addition, pursuant to Rule 416(a) under the Securities Act of
           1933, as amended (the "Act"), this Registration Statement also
           covers any additional securities to be offered or issued in
           connection with a stock split, stock dividend or similar
           transaction.
     (2)   Estimated solely for purposes of calculating the registration fee
           in accordance with Rule 457(h) under the Act.
     (3)   The Preferred Share Purchase Rights (the "Rights") are appurtenant
           to and will trade with the Common Stock.  The value attributable
           to the Rights, if any, is reflected in the market price of the
           Common Stock.  Since no separate consideration is paid for the
           rights, the registration fee for such securities is included in
           the registration fee for the Common Stock.


     <PAGE>

                                      PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.   Incorporation of Certain Documents by Reference

               The  Company hereby  incorporates  herein  by reference  the
          following  documents previously  filed  by the  Company with  the
          Securities and Exchange Commission: the Annual Report on Form 10-
          K405 for the year  ended December 31, 1997, the  Quarterly Report
          on Form  10-Q  for the  quarter  ended March  31, 1998,  and  the
          Current Reports on Form 8-K dated January 27, 1998 and  April 23,
          1998.

               All  documents  subsequently  filed  by  the  Company  under
          Sections 13, 14 or 15(d) of the  Securities Exchange Act of 1934,
          as amended, prior  to the  filing of  a post-effective  amendment
          which indicates  that all securities  offered have  been sold  or
          which deregisters all securities  then remaining unsold, shall be
          deemed to be incorporated  by reference and to  be a part  hereof
          from  the  date  of  filing  of  such  documents.  Any  statement
          contained in  an  incorporated document  shall  be deemed  to  be
          modified or  superseded to the extent that  a statement contained
          herein   or  in  any  subsequently  filed  incorporated  document
          modifies or supersedes such statement.

          Item 4.   Description of Common Stock

               The following is a summary of certain rights and  privileges
          of the Common Stock of the Company.  The summary does not purport
          to  be complete.   Reference  is made  to the  Company's Restated
          Articles   of  Incorporation,  Bylaws,  as  amended,  and  Rights
          Agreement, which are exhibits  to the Registration Statement, for
          complete statements.   The following statements  are qualified in
          their entirety by such references.

               Authorized and Outstanding Stock:  The Company has 125,000,000
               --------------------------------
          authorized  shares,  without par  value,  divided  into 5,000,000
          shares of Preferred Stock and 120,000,000 shares of Common Stock.
          On  July  30, 1998,  580,389 shares  of  the Preferred  Stock and
          54,999,879   shares  of   the  Common   Stock  were   issued  and
          outstanding.  In  addition, options to purchase 415,146 shares of
          Common  Stock under the previous Long Term Incentive Plan and Key
          Employees Stock Ownership Plan were outstanding on that date.

               The Common Stock is without par value and nonassessable.  It
          is listed on the New York and Pacific Stock Exchanges.

               Voting Rights:  Each holder of the Preferred Stock or Common
               -------------
          Stock of the  Company is  entitled to vote  cumulatively for  the
          election of Directors, and  otherwise to one vote for  each share
          held.   The Board  of Directors has  13 members, four  or five of
          whom are  elected at  each  annual meeting  for a  term of  three
          years.  In general, the presence of a majority of the outstanding
          shares  of the Preferred Stock and Common Stock will constitute a
          quorum  at a meeting of shareholders; and the affirmative vote of
          the  majority  of the  shares  present shall  be the  act  of the
          shareholders.   Montana law  requires (1) class  voting upon such
          matters as a change in the number of authorized shares  or in the
          relative  rights  and preferences  of a  class  or series  or the
          creation  of  a new  class of  stock  having superior  rights and
          preferences;  and   (2)  the   approval  by  two-thirds   of  the
          outstanding  shares of  Preferred  Stock and  Common  Stock of  a
          merger,  consolidation or  share  exchange, the  sale  of all  or
          substantially  all  of the  Company's  assets,  or the  voluntary
          dissolution  of the Company.  The  Company's Restated Articles of
          Incorporation,  as amended,  require  the affirmative  vote of  a
          majority of the  outstanding shares  of the Common  Stock (1)  to
          redeem the Preferred Stock of the $6 Series, the $4.20 Series and
          the $6.875 Series; and (2) the affirmative vote of a majority  of
          the  outstanding shares  of Preferred Stock  and Common  Stock to
          create a new class  of stock, or for shareholder amendment of the
          Bylaws.  The Restated Articles of Incorporation, as amended, also
          require the affirmative vote of  two thirds of the shares of  the
          Preferred  Stock voting at a  meeting called for  that purpose to
          (1) create a class of stock or to create any security convertible
          into a class  of stock ranking prior  to the Preferred  Stock, or
          (2)  to change  the express  terms  of the  Preferred Stock  in a
          manner substantially prejudicial to the holders thereof.


                                      -1-
     <PAGE>

               Dividend Rights:  Each series of the Preferred Stock is
               ---------------
          entitled,  in preference to  the Common Stock,  to (a) cumulative
          dividends at the annual rates established for that series and (b)
          mandatory redemption payments if provided for that series.  After
          full  provision  for  Preferred  Stock  dividends  and  mandatory
          redemption payments,  if any,  the  Common Stock  is entitled  to
          dividends declared out of any remaining funds available therefor.

               Liquidation Rights:  In liquidation, the Preferred Stock is
               ------------------
          entitled,  in preference to the  Common Stock, to  the amount per
          share  fixed  by  the  Board  of  Directors  in  the  resolutions
          providing  for  the  issuance  of  each  particular  series  plus
          accumulated unpaid  dividends.   Thereafter, the Common  Stock is
          entitled to all remaining assets.

               Preemptive Rights:  Holders of the Common Stock do not have
               -----------------
          preemptive rights.

               Change of Control:  The Company's Restated Articles of
               -----------------
          Incorporation, as amended, include a fair price provision that is
          intended to provide protection against coercive  takeover tactics
          deemed by the Board of Directors  not to be in the best interests
          of all shareholders.   It provides that  in the event  of certain
          business   combinations,   including   mergers,   consolidations,
          recapitalizations,  certain  sales  of assets,  liquidations  and
          certain issuances of securities, involving a person or entity who
          is  or may  become the  beneficial owner  of 10%  or more  of the
          outstanding shares of  the capital stock of  the Company entitled
          to vote  generally  in the  election  of Directors  (the  "Voting
          Shares"), the amount of cash or other consideration to be paid to
          holders of the Common Stock must  be at least equal to the higher
          of  the highest price paid  by the 10%  shareholder in connection
          with  the acquisition of certain of its shares of Common Stock or
          the highest quoted  price of  the Common Stock  on certain  dates
          related to  such acquisition.   Similar provisions  apply to  the
          acquisition of  the Preferred  Stock.   The fair price  provision
          does  not apply  in the  event that  such a  business combination
          shall  have  been  approved   by  either  two-thirds  of  certain
          directors who are  not affiliated with  the 10% shareholder  (the
          "Continuing  Directors") or  the  holders of  70%  of the  Voting
          Shares.  In addition, unless  a proposed business combination has
          been approved by two-thirds  of the Continuing Directors, certain
          other requirements must be met, including the requirement  that a
          proxy or  information statement describing  the proposed business
          combination  shall be  mailed-to  holders  of outstanding  Voting
          Shares at  least 30  days prior to  its consummation.   The  fair
          price provisions may  not be  amended or repealed  except by  the
          vote of holders of at  least 70% of the Voting Shares  unless the
          amendment  or   repeal  is  recommended  by   two-thirds  of  the
          Continuing Directors.

               Preferred Share Purchase Rights:  The holders of the Common
               -------------------------------
          Stock have  one Preferred Share  Purchase Right (each  a "Right")
          entitles for each share  of Common Stock.  Each  Right, evidenced
          by  and  traded with  the shares  of  Common Stock,  entities the
          shareholder  to   purchase  one  one-hundredth  of   a  share  of
          Participating Preferred Shares, A Series, at an exercise price of
          $120.00,  subject to  certain adjustments.   The  Rights  will be
          exercisable only if a person or group acquires 20% or more of the
          Company's  Voting  Shares  or   announces  a  tender  offer,  the
          consummation of which would result in the beneficial ownership by
          a person or group of 20% or more of the Company's Voting Shares.

               If  any  person  or  group  acquires  20%  or  more  of  the
          outstanding Voting Shares of the Company, each Right will entitle
          its holder (other than such  person or members of such  group) to
          purchase  a number  of shares  of Common  Stock  or Participating
          Preferred  Shares, A Series, having  a market value  of twice the
          Right's  exercise price.  If any person or group acquires between
          20% and 50% of the outstanding Voting Shares of the  Company, the
          Board  of Directors  of  the Company  may,  subject to  requisite
          regulatory approval, if any, require each outstanding Right to be
          exchanged for one share of Common Stock or one one-hundredth of a
          Participating  Preferred  Share,  A  Series (or  assets  in  lieu
          thereof).

               In addition, after any  person or group has acquired  20% or
          more of the outstanding Voting Shares of the Company, the Company
          may not consolidate  or merge with,  or sell 50%  or more of  its
          assets  or earning power  to, any person  or group,  or engage in
          certain  "self-dealing"  transactions with  any  person or  group
          owning  20% or  more  of the  outstanding  Voting Shares  of  the
          Company, unless proper provision is made so that each Right would
          thereafter entitle  its  holder  to  purchase  a  number  of  the
          acquiring  company's common shares having  a market value at that
          time of twice the Right's exercise price.


                                      -2-
     <PAGE>

               The  Rights may be redeemed,  at a redemption  price of $.01
          per Right, by  the Board of Directors of the  Company at any time
          until  any person  or  group  has acquired  20%  or  more of  the
          Outstanding Voting Shares of the Company.  The Rights will expire
          June 6, 1999.

               Transfer Agents and Registrars:  The Transfer Agents for the
               ------------------------------
          Common Stock  are The  Montana Power  Company  and First  Chicago
          Trust  Company of  New York.   The  Registrars are  First Chicago
          Trust  Company  of New  York and  U.S. Bank  National Association
          Montana N.A., Butte, Montana.

          Item 5.   Interests of Named Experts and Counsel

               As of June 30, 1998, Mr. Zimmerman owned approximately 3,593
          shares through the Company's Employee Retirement Savings Plan and
          500 shares of the  Company's Common Stock.  Additionally,  he has
          been  granted options  to purchase  7,100 shares  at $22.625  per
          share,  the  market price  existing on  the  date of  such grant,
          September  16, 1994; 7,100 shares at $22.50 per share, the market
          price existing  on the date  of such  grant, May 22,  1995; 5,500
          shares at $21.625  per share,  the market price  existing on  the
          date  of such  grant,  September 9, 1996;  and  12,000 shares  at
          $36.00 per share, the  market price existing on the  date of such
          grant, April  6, 1998.    Mr. Zimmerman's  shares, including  the
          underlying  shares subject  to  options granted  to  him, have  a
          current fair market value of approximately $1,216,292.

          Item 6.   Indemnification of Directors and Officers

               The  Restated  Articles  of  Incorporation  of  the  Company
          provide for the indemnification of  directors and officers to the
          extent and in the manner  provided in Sections 35-1-451-  through
          35-1-457, Montana Business Corporation  Act which Sections are as
          follows:

               35-1-451.  Definitions.   As used in 35-1-451  through 35-1-
          459, the following definitions apply:

               (1)  "Corporation"   includes   any   domestic  or   foreign
          predecessor  entity  of  a  corporation  in  a  merger  or  other
          transaction  in which  the  predecessor's  existence ceased  upon
          consummation of the transaction.

               (2)  (a)  "Director"  means an  individual who  is or  was a
          director  of a corporation or an individual who, while a director
          of  a corporation, is or was serving at the corporation's request
          as a director,  officer, partner, trustee, employee, or  agent of
          another  foreign  or  domestic  corporation,  partnership,  joint
          venture, trust,  employee benefit plan,  or other enterprise.   A
          director  is considered to be serving an employee benefit plan at
          the  corporation's  request  if  the  director's  duties  to  the
          corporation  include duties or services by him  to the plan or to
          participants in or beneficiaries of the plan.

               (b)  Director   includes,   unless   the  context   requires
          otherwise, the estate or personal representative of a director.

               (3)  "Expenses" include attorney fees.

               (4)  "Liability"  means the  obligation to  pay a  judgment,
          settlement, penalty,  or fine,  including an excise  tax assessed
          with  respect to an employee  benefit plan, or  to pay reasonable
          expenses incurred with respect to a proceeding.

               (5)  (a)  "Official capacity" means:

               (i)  when  used with  respect to a  director, the  office of
          director in a corporation; or


                                      -3-
     <PAGE>

               (ii) when used with  respect to an  individual other than  a
          director,  as   contemplated  in   35-1-457,  the  office   in  a
          corporation held  by  the officer  or  the employment  or  agency
          relationship undertaken by the employee or agent on behalf of the
          corporation.

               (b)  Official  capacity  does not  include  service  for any
          other foreign  or domestic corporation or  any partnership, joint
          venture, trust, employee benefit plan, or other enterprise.

               (6)  "Party"  includes  an individual  who  was,  is, or  is
          threatened  to be  made  a named  defendant  or respondent  in  a
          proceeding.

               (7)  "Proceeding"   means   any   threatened,  pending,   or
          completed  action, suit, or  proceeding, whether civil, criminal,
          administrative or investigative and whether formal or informal.

               35-1-452.  Authority to indemnify.

               (1)  Except  as  provided in  subsection (4),  an individual
          made a party to a proceeding because he is or was a director  may
          be indemnified against liability incurred in the proceeding if:

               (a)  he conducted himself in good faith;

               (b)  he reasonably believed:

               (i)  in the  case of conduct  in his official  capacity with
          the corporation, that  his conduct was in the  corporation's best
          interests; and

               (ii) in all other cases,  that his conduct was at  least not
          opposed to the corporation's best interests; and

               (c)  in  the case  of  any criminal  proceeding,  he had  no
          reasonable cause to believe his conduct was unlawful.

               (2)  A  director's  conduct  with  respect  to  an  employee
          benefit plan for a purpose the director reasonably believed to be
          in  the interests of the participants in and beneficiaries of the
          plan  is conduct  that  satisfies the  requirement of  subsection
          (1)(b)(ii).

               (3)  The  termination  of a  proceeding by  judgment, order,
          settlement,  conviction, or upon a plea of nolo contenders or its
          equivalent  is not, of itself,  a determination that the director
          did not meet the standard of conduct described in this section.

               (4)  A corporation  may not indemnify a  director under this
          section:

               (a)  in connection with a  proceeding by or in the  right of
          the  corporation in which the director was adjudged liable to the
          corporation; or

               (b)  in  connection  with   any  other  proceeding  charging
          improper  personal  benefit  to  the  director,  whether  or  not
          involving action  in the  director's official capacity,  in which
          the  director was  adjudged  liable on  the  basis that  personal
          benefit was improperly received by the director.

               (5)  Indemnification   permitted   under  this   section  in
          connection   with  a  proceeding  by  or  in  the  right  of  the
          corporation   is  limited  to  reasonable  expenses  incurred  in
          connection with the proceeding.

               35-1-453.  Mandatory indemnification.  Unless limited by its
          articles  of  incorporation,  a  corporation  shall  indemnify  a
          director who was  wholly successful, on the  merits or otherwise,
          in the  defense of  any proceeding  to which  the director  was a


                                      -4-
     <PAGE>


          party because he is or was a director of the corporation, against
          reasonable expenses  incurred by the director  in connection with
          the proceeding.

               35-1-454.  Advance for expenses.

               (1)  A corporation  may pay for or  reimburse the reasonable
          expenses incurred by a director who is a party to a proceeding in
          advance of final disposition of the proceeding if:

               (a)  the  director  furnishes  the  corporation   a  written
          affirmation of the director's good faith belief that the director
          has met the standard of conduct described in 35-1-452;

               (b)  the   director  furnishes  the  corporation  a  written
          undertaking, executed personally or  on the director's behalf, to
          repay  the  advance  if  it is  ultimately  determined  that  the
          director  did not meet the standard of conduct described in 35-1-
          452; and

               (c)  a determination is  made that the  facts then known  to
          those making the determination would not preclude indemnification
          under 35-1-451 through 35-1-459.

               (2)  The undertaking required  by subsection (1)(b)  must be
          an unlimited general obligation  of the director but need  not be
          secured  and  may  be  accepted without  reference  to  financial
          ability to make repayment.

               (3)  Determinations  and  authorizations  of payments  under
          this section must be made in the manner specified in 35-1-456.

               35-1-455.     Court-ordered   indemnification.     Unless  a
          corporation's  articles of  incorporation  provide  otherwise,  a
          director of the corporation  who is a party  to a proceeding  may
          apply for indemnification to  the court conducting the proceeding
          or to another court of competent jurisdiction.   On receipt of an
          application,  the  court,  after  giving  any  notice  the  court
          considers necessary, may  order indemnification if  it determines
          that the director:

               (1)  is  entitled to  mandatory indemnification  under 35-1-
          453, in which case the court shall also order  the corporation to
          pay  the director's  reasonable  expenses incurred  in  obtaining
          court-ordered indemnification; or

               (2)  is fairly and reasonably entitled to indemnification in
          view  of  all  the  relevant circumstances,  whether  or  not the
          director met the standard of conduct set forth in 35-1-452 or was
          adjudged liable as described in 35-1-452(4).  If the director was
          adjudged  liable  as  described  in  35-1-452(4),  the director's
          indemnification is limited to reasonable expenses incurred.

               35-1-456.  Determination and authorization of indemnification.

               (1)  A corporation may not  indemnify a director under 35-1-
          452 unless authorized in the specific case after a  determination
          has been made that indemnification of the director is permissible
          in the circumstances because the director has met the standard of
          conduct set forth in 35-1-452.

               (2)  The determination must be made:

               (a)  by  the board of directors by majority vote of a quorum
          consisting  of  directors  not  at   the  time  parties  to   the
          proceeding;

               (b)  if a quorum cannot be obtained under subsection (2)(a),
          by  majority vote  of  a committee  designated  by the  board  of
          directors,  in which  designated  directors who  are parties  may
          participate,  consisting solely of  two or more  directors not at
          the time parties to the proceeding;


                                      -5-
     <PAGE>

               (c)  by special legal counsel:

               (i)  selected by the board of  directors or its committee in
          the manner prescribed in subsection (2)(a) or (2)(b); or

               (ii) if a  quorum  of  the  board  of  directors  cannot  be
          obtained  under  subsection  (2)(a)  and a  committee  cannot  be
          designated under subsection (2)(b),  selected by majority vote of
          the full board of  directors in which selected directors  who are
          parties may participate; or

               (d)  by the shareholders, but shares owned by or voted under
          the  control of  directors who  are at  the  time parties  to the
          proceeding may not be voted on the determination.

               (3)   Authorization  of indemnification and evaluation as to
          reasonableness of expenses must be made in the same manner as the
          determination that indemnification is permissible, except that if
          the determination is made by special legal counsel, authorization
          of  indemnification   and  evaluation  as  to  reasonableness  of
          expenses must be  made by those entitled  under subsection (2)(c)
          to select counsel.

               35-1-457.    Indemnification  of  officers,   employees  and
          agents.  Unless a corporation's articles of incorporation provide
          otherwise:

               (1)  an  officer of the corporation who is not a director is
          entitled  to  mandatory  indemnification under  35-1-453  and  is
          entitled to  apply for court ordered  indemnification under 35-1-
          455 to the same extent as a director;

               (2)  the  corporation  may  indemnify  and  advance expenses
          under 35-1-451 through 35-1-459 to an officer, employee, or agent
          of the corporation who is not a director to the same extent as to
          a director: and

               (3)  a corporation  may also indemnify and  advance expenses
          to an  officer, employee, or agent  who is not a  director to the
          extent, consistent with  public policy, that  may be provided  by
          its articles of incorporation, bylaws, general or specific action
          of its board of directors, or contract.

                             *            *            *

               The Bylaws of the Company further provide that the foregoing
          right of  indemnification shall not exclude or restrict any other
          rights or actions  which any  director or officer  may have,  and
          shall  be  available  whether  or  not the  director  or  officer
          continues  to  hold such  office at  the  time of  incurring such
          expense or discharging such liability.

               The Company  has insurance  covering its  expenditures which
          might arise  in connection with the lawful indemnification of its
          directors  and officers  for their  liabilities and  expenses and
          insuring officers  and directors  of the Company  against certain
          other liabilities and expenses.


          Item 7.   Exemption from Registration Claimed

               Not Applicable


                                      -6-
     <PAGE>


          Item 8.   Exhibits

             Exhibit
               No.
             -------

             4(a)       *  Restated Articles of Incorporation filed with
                           the Secretary of State of Montana on April 6,
                           1998.

             4(b)       *  Bylaws, as amended.

             4(c)          Fourteenth Supplemental Indenture, dated as of
                           January 1, 1993, to the Company's Mortgage and
                           Deed of Trust, dated as of October 1, 1945,
                           securing the Company's First Mortgage Bonds
                           (filed as Exhibit 4(c) to the Company's
                           Registration Statement on Form S-8 (File No.
                           33-64576) filed with the Commission on June 17,
                           1993 and incorporated herein by reference
                           thereto).

             4(d)          Fifteenth Supplemental Indenture dated March 1,
                           1993, to the Company's Mortgage and Deed of
                           Trust, dated as of October 1, 1945, securing
                           the Company's First Mortgage Bonds (filed as
                           Exhibit 4(d) to the Company's Registration
                           Statement on Form S-8 (File No. 33-64576) filed
                           with the Commission on June 17, 1993 and
                           incorporated herein by reference thereto).

             4(e)          Sixteenth Supplemental Indenture dated as of
                           May 1, 1993, to the Company's Mortgage and Deed
                           of Trust, dated as of October 1, 1945, securing
                           the Company's First Mortgage Bonds (filed as
                           Exhibit 99(a) to the Company's Registration
                           Statement on Form S-3 (File No. 33-50235) filed
                           with the Commission on September 13, 1993 and
                           incorporated herein by reference thereto).

             4(f)          Seventeenth Supplemental Indenture dated as of
                           December 1, 1993, to the Company's Mortgage and
                           Deed of Trust, dated as of October 1, 1945,
                           securing the Company's First Mortgage Bonds
                           (filed as Exhibit 99(a) to the Company's
                           Registration Statement on Form S-3 (File No.
                           33-56739) filed with the Commission on December
                           5, 1994 and incorporated herein by reference
                           thereto).

             4(g)          Eighteenth Supplemental Indenture dated as of
                           August 5, 1994, to the Company's Mortgage and
                           Deed of Trust, dated as of October 1, 1945,
                           securing the Company's First Mortgage Bonds
                           (filed as Exhibit 99(b) to the Company's
                           Registration Statement on Form S-3 (File No.
                           33-56739) filed with the Commission on December
                           5, 1994 and incorporated herein by reference
                           thereto).

             4(h)          Rights Agreement, dated as of June 6, 1989,
                           between The Montana Power Company and First
                           Chicago Trust Company of New York, as Rights
                           Agent (filed as Exhibit 4(d), to the Company's
                           Registration Statement on Form S-8 (File No.
                           33-42882) filed with the Commission on
                           September 20, 1991 and incorporated herein by
                           reference thereto).

             5(a)       *  Opinion of Michael E. Zimmerman, Esq.

             5(b)       *  Opinion of Thelen Reid & Priest LLP

            23(a)       *  Consent of Independent Accountants

            23(b)          Consent of Michael E. Zimmerman Esq. (contained
                           in exhibit 5(a))

            23(c)          Consent of Thelen Reid & Priest LLP (contained
                           in Exhibit 5(b))


                                      -7-
     <PAGE>


            24             Power of Attorney (Page 9)
          _____________________________
          *  filed herewith


          Item 9.   Undertakings

               (a)  Rule 415 Offering.

                    The Company 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;

                         (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; and

                        (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 the  registrant need  not file  a post-
          effective  amendment to  include the  information required  to be
          included in  subsection (a)  (1)  (i) or  (a)  (1) (ii)  if  such
          information  is  contained  in  periodic  reports  filed  by  the
          registrant under Section 13 or Section 15 (d) of the Exchange Act
          that are incorporated by reference in the registration statement.

                    (2)  That, for the purpose of determining any liability
          under  the Securities  Act,  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.

               (b)  Filings Incorporating Subsequent Exchange Act Documents
          by Reference.

                    The  Company hereby  undertakes that,  for purposes  of
          determining any  liability under the Securities  Act, each filing
          of  the Company's annual  report under  Section 13(a)  or Section
          15(d)  of the Exchange Act  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 securities at that time shall be deemed
          to be the initial bona fide offering thereof.

               (h)  Indemnification

               Insofar as indemnification for liabilities arising under the
          Securities  Act  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 Commission  such indemnification  is against
          public  policy  as  expressed  in  the  Securities  Act  and  is,
          therefore,  unenforceable.    In  the  event  that  a  claim  for


                                      -8-
     <PAGE>


          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 Securities Act and will be governed by
          the final adjudication of such issue.


                                      -9-
    <PAGE>

                                  POWER OF ATTORNEY

               Each  director  and/or  officer   of  the  registrant  whose
          signature appears below  hereby appoints each  of the Agents  for
          Service named in this  registration statement as his attorney-in-
          fact to  sign in his name  and behalf, in any  and all capacities
          stated below,  and  to  file with  the  Securities  and  Exchange
          Commission,  any  and  all amendments,  including  post-effective
          amendments, to  this registration statement,  and the  registrant
          hereby  also  appoints  each  such  Agent  for  Service  as their
          attorney-in-fact with  like authority to  sign and file  any such
          amendments in their name and behalf.


                                      SIGNATURES

               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 Municipality of  Butte-Silver Bow, and  State of Montana,  on
          July 20, 1998.


                                           THE MONTANA POWER COMPANY


                                           By  /s/ R.P. Gannon, Chairman   
                                              ---------------------------
                                               R.P. Gannon, Chairman
                                               of the Board and Chief
                                               Executive Officer

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

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


          /s/ R.P. Gannon             
          -------------------------
          R.P. Gannon                 Chairman of the Board,     July 20, 1998
          (Principal Executive        Chief Executive Officer
            Officer)


          /s/ J.P. Pederson                      
          -------------------------
          J.P. Pederson               Vice President and         July 20, 1998
          (Principal Financial and    Chief Financial
             Accounting Officer)      Information Officer &
                                      Director

          /s/ T.H. Adams              
          -------------------------
          T.H. Adams                  Director                   July 20, 1998


          /s/ A.F. Cain                
          ------------------------
          A.F. Cain                   Director                   July 20, 1998


          /s/ R.D. Corette           
          ------------------------
          R.D. Corette                Director                   July 20, 1998


          /s/ K. Foster                 
          ------------------------
          K. Foster                   Director                   July 20, 1998


                                      -10-
     <PAGE>

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


          /s/ B.D. Harris              
          ------------------------
          B.D. Harris                 Director                   July 20, 1998


          /s/ C.T. Hibbard           
          ------------------------
          C.T. Hibbard                Director                   July 20, 1998


          /s/ J.R. Jester               
          ------------------------
          J.R. Jester                 Director                   July 20, 1998


          /s/ C. Lehrkind, III          
          ------------------------
          C. Lehrkind, III            Director                   July 20, 1998


          /s/ A.K. Neill                
          ------------------------
          A.K. Neill                  Director                   July 20, 1998


          /s/ N.E. Vosburg              
          ------------------------
          N.E. Vosburg                Director                   July 20, 1998


          /s/ J.G. Connors            
          ------------------------
          J.G. Connors                Director                   July 20, 1998


                                      -11-
     <PAGE>

                                    Exhibit Index

           Exhibit No.  Exhibit
           -----------  -------

              4(a)*     Restated Articles of Incorporation filed with the
                        Secretary of State of Montana on April 6, 1998.

              4(b)*     Bylaws, as amended.

              4(c)      Fourteenth Supplemental Indenture, dated as of
                        January 1, 1993, to the Company's Mortgage and
                        Deed of Trust, dated as of October 1, 1945,
                        securing the Company's First Mortgage Bonds
                        (filed as Exhibit 4(c) to the Company's
                        Registration Statement on Form S-8 (File No. 33-
                        64576) filed with the Commission on June 17, 1993
                        and incorporated herein by reference thereto).

              4(d)      Fifteenth Supplemental Indenture dated March 1,
                        1993, to the Company's Mortgage and Deed of
                        Trust, dated as of October 1, 1945, securing the
                        Company's First Mortgage Bonds (filed as Exhibit
                        4(d) to the Company's Registration Statement on
                        Form S-8 (File No. 33-64576) filed with the
                        Commission on June 17, 1993 and incorporated
                        herein by reference thereto).

              4(e)      Sixteenth Supplemental Indenture dated as of May
                        2, 1993, to the Company's Mortgage and Deed of
                        Trust, dated as of October 1, 1945, securing the
                        Company's First Mortgage Bonds (filed as Exhibit
                        99(a) to the Company's Registration Statement on
                        Form S-3 (File No. 33-50235) filed with the
                        Commission on September 13, 1993 and incorporated
                        herein by reference thereto).

              4(f)      Seventeenth Supplemental Indenture dated as of
                        December 1, 1993, to the Company's Mortgage and
                        Deed of Trust, dated as of October 1, 1945,
                        securing the Company's First Mortgage Bonds
                        (filed as Exhibit 99(a) to the Company's
                        Registration Statement on Form S-3 (File No. 33-
                        56739) filed with the Commission on December 5,
                        1994 and incorporated herein by reference
                        thereto).

              4(g)      Eighteenth Supplemental Indenture dated as of
                        August 5, 1994, to the Company's Mortgage and
                        Deed of Trust, dated as of October 1, 1945,
                        securing the Company's First Mortgage Bonds
                        (filed as Exhibit 99(b) to the Company's
                        Registration Statement on Form S-3 (File No. 33-
                        56739) filed with the Commission on December 5,
                        1994 and incorporated herein by reference
                        thereto).

              4(h)      Rights Agreement, dated as of June 6, 1989,
                        between The Montana Power Company and First
                        Chicago Trust Company of New York, as Rights
                        Agent (filed as Exhibit 4(d), to the Company's
                        Registration Statement on Form S-8 (File No. 33-
                        42882) filed with the Commission on September 20,
                        1991 and incorporated herein by reference
                        thereto).

              5(a)*     Opinion of Michael E. Zimmerman, Esq.

              5(b)*     Opinion of Thelen Reid & Priest LLP

             23(a)*     Consent of Independent Accountants

             23(b)      Consent of Michael E. Zimmerman Esq. (contained
                        in exhibit 5(a))

             23(c)      Consent of Thelen Reid & Priest LLP (contained in
                        Exhibit 5(b))

             24         Power of Attorney (Page 9)

          -------------------------
          * Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 47820}]
{"company-data": {"conformed-name": "MONTANA POWER CO /MT/", "cik": "0000067727", "assigned-sic": "4931", "irs-number": "810170530", "state-of-incorporation": "MT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59573", "film-number": "98669624"}, "business-address": {"street1": "40 E BROADWAY", "city": "BUTTE", "state": "MT", "zip": "59701", "phone": "4067235421"}}
SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

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

                                       FORM S-8

                                REGISTRATION STATEMENT

                                        UNDER

                              THE SECURITIES ACT OF 1933

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

                              THE MONTANA POWER COMPANY
                (Exact name of registrant as specified in its charter)

                      Montana                              81-0170530
           (State or other jurisdiction                   (IRS Employer
         of incorporation or organization)             Identification No.)

                 40 East Broadway
                  Butte, Montana                              59701
     (address of principal executive offices)              (Zip Code)

                              The Montana Power Company
                            1998 Long-Term Incentive Plan
                               (full title of the plan)

        R.P. GANNON, Chairman of the Board             JOHN T. HOOD, ESQ.
            and Chief Executive Officer             Thelen Reid & Priest LLP
                                                      40 West 57th Street
      J.P. PEDERSON, Vice President and Chief      New York, New York  10019
          Financial & Information Officer                 212-603-2000

             The Montana Power Company
                 40 East Broadway
               Butte, Montana 59701
                   406-723-5421

                       (Names, addresses and telephone numbers,
                     including area codes, of agents for service)

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

                           CALCULATION OF REGISTRATION FEE

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

       Title of                           Proposed     Proposed
      Each Class of                        Maximum      Maximum
       Securities          Amount         Offering     Aggregate    Amount of
        Being               to be          Price       Offering   Registration
      Registered         Registered(1)   Per Unit(2)   Price(2)        Fee

      Common Stock,       2,000,000        $33.88    $67,760,000  $19,989.20(3)
      without par value   shares

      Preferred Share     2,000,000                               
      Purchase Rights     rights (3)

      ========================================================================

     (1)   In addition, pursuant to Rule 416(a) under the Securities Act of
           1933, as amended (the "Act"), this Registration Statement also
           covers any additional securities to be offered or issued in
           connection with a stock split, stock dividend or similar
           transaction.
     (2)   Estimated solely for purposes of calculating the registration fee
           in accordance with Rule 457(h) under the Act.
     (3)   The Preferred Share Purchase Rights (the "Rights") are appurtenant
           to and will trade with the Common Stock.  The value attributable
           to the Rights, if any, is reflected in the market price of the
           Common Stock.  Since no separate consideration is paid for the
           rights, the registration fee for such securities is included in
           the registration fee for the Common Stock.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.   Incorporation of Certain Documents by Reference

               The  Company hereby  incorporates  herein  by reference  the
          following  documents previously  filed  by the  Company with  the
          Securities and Exchange Commission: the Annual Report on Form 10-
          K405 for the year  ended December 31, 1997, the  Quarterly Report
          on Form  10-Q  for the  quarter  ended March  31, 1998,  and  the
          Current Reports on Form 8-K dated January 27, 1998 and  April 23,
          1998.

               All  documents  subsequently  filed  by  the  Company  under
          Sections 13, 14 or 15(d) of the  Securities Exchange Act of 1934,
          as amended, prior  to the  filing of  a post-effective  amendment
          which indicates  that all securities  offered have  been sold  or
          which deregisters all securities  then remaining unsold, shall be
          deemed to be incorporated  by reference and to  be a part  hereof
          from  the  date  of  filing  of  such  documents.  Any  statement
          contained in  an  incorporated document  shall  be deemed  to  be
          modified or  superseded to the extent that  a statement contained
          herein   or  in  any  subsequently  filed  incorporated  document
          modifies or supersedes such statement.

          Item 4.   Description of Common Stock

               The following is a summary of certain rights and  privileges
          of the Common Stock of the Company.  The summary does not purport
          to  be complete.   Reference  is made  to the  Company's Restated
          Articles   of  Incorporation,  Bylaws,  as  amended,  and  Rights
          Agreement, which are exhibits  to the Registration Statement, for
          complete statements.   The following statements  are qualified in
          their entirety by such references.

               Authorized and Outstanding Stock:  The Company has 125,000,000
               --------------------------------
          authorized  shares,  without par  value,  divided  into 5,000,000
          shares of Preferred Stock and 120,000,000 shares of Common Stock.
          On  July  30, 1998,  580,389 shares  of  the Preferred  Stock and
          54,999,879   shares  of   the  Common   Stock  were   issued  and
          outstanding.  In  addition, options to purchase 415,146 shares of
          Common  Stock under the previous Long Term Incentive Plan and Key
          Employees Stock Ownership Plan were outstanding on that date.

               The Common Stock is without par value and nonassessable.  It
          is listed on the New York and Pacific Stock Exchanges.

               Voting Rights:  Each holder of the Preferred Stock or Common
               -------------
          Stock of the  Company is  entitled to vote  cumulatively for  the
          election of Directors, and  otherwise to one vote for  each share
          held.   The Board  of Directors has  13 members, four  or five of
          whom are  elected at  each  annual meeting  for a  term of  three
          years.  In general, the presence of a majority of the outstanding
          shares  of the Preferred Stock and Common Stock will constitute a
          quorum  at a meeting of shareholders; and the affirmative vote of
          the  majority  of the  shares  present shall  be the  act  of the
          shareholders.   Montana law  requires (1) class  voting upon such
          matters as a change in the number of authorized shares  or in the
          relative  rights  and preferences  of a  class  or series  or the
          creation  of  a new  class of  stock  having superior  rights and
          preferences;  and   (2)  the   approval  by  two-thirds   of  the
          outstanding  shares of  Preferred  Stock and  Common  Stock of  a
          merger,  consolidation or  share  exchange, the  sale  of all  or
          substantially  all  of the  Company's  assets,  or the  voluntary
          dissolution  of the Company.  The  Company's Restated Articles of
          Incorporation,  as amended,  require  the affirmative  vote of  a
          majority of the  outstanding shares  of the Common  Stock (1)  to
          redeem the Preferred Stock of the $6 Series, the $4.20 Series and
          the $6.875 Series; and (2) the affirmative vote of a majority  of
          the  outstanding shares  of Preferred Stock  and Common  Stock to
          create a new class  of stock, or for shareholder amendment of the
          Bylaws.  The Restated Articles of Incorporation, as amended, also
          require the affirmative vote of  two thirds of the shares of  the
          Preferred  Stock voting at a  meeting called for  that purpose to
          (1) create a class of stock or to create any security convertible
          into a class  of stock ranking prior  to the Preferred  Stock, or
          (2)  to change  the express  terms  of the  Preferred Stock  in a
          manner substantially prejudicial to the holders thereof.

                                      -1-
Dividend Rights:  Each series of the Preferred Stock is
               ---------------
          entitled,  in preference to  the Common Stock,  to (a) cumulative
          dividends at the annual rates established for that series and (b)
          mandatory redemption payments if provided for that series.  After
          full  provision  for  Preferred  Stock  dividends  and  mandatory
          redemption payments,  if any,  the  Common Stock  is entitled  to
          dividends declared out of any remaining funds available therefor.

               Liquidation Rights:  In liquidation, the Preferred Stock is
               ------------------
          entitled,  in preference to the  Common Stock, to  the amount per
          share  fixed  by  the  Board  of  Directors  in  the  resolutions
          providing  for  the  issuance  of  each  particular  series  plus
          accumulated unpaid  dividends.   Thereafter, the Common  Stock is
          entitled to all remaining assets.

               Preemptive Rights:  Holders of the Common Stock do not have
               -----------------
          preemptive rights.

               Change of Control:  The Company's Restated Articles of
               -----------------
          Incorporation, as amended, include a fair price provision that is
          intended to provide protection against coercive  takeover tactics
          deemed by the Board of Directors  not to be in the best interests
          of all shareholders.   It provides that  in the event  of certain
          business   combinations,   including   mergers,   consolidations,
          recapitalizations,  certain  sales  of assets,  liquidations  and
          certain issuances of securities, involving a person or entity who
          is  or may  become the  beneficial owner  of 10%  or more  of the
          outstanding shares of  the capital stock of  the Company entitled
          to vote  generally  in the  election  of Directors  (the  "Voting
          Shares"), the amount of cash or other consideration to be paid to
          holders of the Common Stock must  be at least equal to the higher
          of  the highest price paid  by the 10%  shareholder in connection
          with  the acquisition of certain of its shares of Common Stock or
          the highest quoted  price of  the Common Stock  on certain  dates
          related to  such acquisition.   Similar provisions  apply to  the
          acquisition of  the Preferred  Stock.   The fair price  provision
          does  not apply  in the  event that  such a  business combination
          shall  have  been  approved   by  either  two-thirds  of  certain
          directors who are  not affiliated with  the 10% shareholder  (the
          "Continuing  Directors") or  the  holders of  70%  of the  Voting
          Shares.  In addition, unless  a proposed business combination has
          been approved by two-thirds  of the Continuing Directors, certain
          other requirements must be met, including the requirement  that a
          proxy or  information statement describing  the proposed business
          combination  shall be  mailed-to  holders  of outstanding  Voting
          Shares at  least 30  days prior to  its consummation.   The  fair
          price provisions may  not be  amended or repealed  except by  the
          vote of holders of at  least 70% of the Voting Shares  unless the
          amendment  or   repeal  is  recommended  by   two-thirds  of  the
          Continuing Directors.

               Preferred Share Purchase Rights:  The holders of the Common
               -------------------------------
          Stock have  one Preferred Share  Purchase Right (each  a "Right")
          entitles for each share  of Common Stock.  Each  Right, evidenced
          by  and  traded with  the shares  of  Common Stock,  entities the
          shareholder  to   purchase  one  one-hundredth  of   a  share  of
          Participating Preferred Shares, A Series, at an exercise price of
          $120.00,  subject to  certain adjustments.   The  Rights  will be
          exercisable only if a person or group acquires 20% or more of the
          Company's  Voting  Shares  or   announces  a  tender  offer,  the
          consummation of which would result in the beneficial ownership by
          a person or group of 20% or more of the Company's Voting Shares.

               If  any  person  or  group  acquires  20%  or  more  of  the
          outstanding Voting Shares of the Company, each Right will entitle
          its holder (other than such  person or members of such  group) to
          purchase  a number  of shares  of Common  Stock  or Participating
          Preferred  Shares, A Series, having  a market value  of twice the
          Right's  exercise price.  If any person or group acquires between
          20% and 50% of the outstanding Voting Shares of the  Company, the
          Board  of Directors  of  the Company  may,  subject to  requisite
          regulatory approval, if any, require each outstanding Right to be
          exchanged for one share of Common Stock or one one-hundredth of a
          Participating  Preferred  Share,  A  Series (or  assets  in  lieu
          thereof).

               In addition, after any  person or group has acquired  20% or
          more of the outstanding Voting Shares of the Company, the Company
          may not consolidate  or merge with,  or sell 50%  or more of  its
          assets  or earning power  to, any person  or group,  or engage in
          certain  "self-dealing"  transactions with  any  person or  group
          owning  20% or  more  of the  outstanding  Voting Shares  of  the
          Company, unless proper provision is made so that each Right would
          thereafter entitle  its  holder  to  purchase  a  number  of  the
          acquiring  company's common shares having  a market value at that
          time of twice the Right's exercise price.

                                      -2-
The  Rights may be redeemed,  at a redemption  price of $.01
          per Right, by  the Board of Directors of the  Company at any time
          until  any person  or  group  has acquired  20%  or  more of  the
          Outstanding Voting Shares of the Company.  The Rights will expire
          June 6, 1999.

               Transfer Agents and Registrars:  The Transfer Agents for the
               ------------------------------
          Common Stock  are The  Montana Power  Company  and First  Chicago
          Trust  Company of  New York.   The  Registrars are  First Chicago
          Trust  Company  of New  York and  U.S. Bank  National Association
          Montana N.A., Butte, Montana.

          Item 5.   Interests of Named Experts and Counsel

               As of June 30, 1998, Mr. Zimmerman owned approximately 3,593
          shares through the Company's Employee Retirement Savings Plan and
          500 shares of the  Company's Common Stock.  Additionally,  he has
          been  granted options  to purchase  7,100 shares  at $22.625  per
          share,  the  market price  existing on  the  date of  such grant,
          September  16, 1994; 7,100 shares at $22.50 per share, the market
          price existing  on the date  of such  grant, May 22,  1995; 5,500
          shares at $21.625  per share,  the market price  existing on  the
          date  of such  grant,  September 9, 1996;  and  12,000 shares  at
          $36.00 per share, the  market price existing on the  date of such
          grant, April  6, 1998.    Mr. Zimmerman's  shares, including  the
          underlying  shares subject  to  options granted  to  him, have  a
          current fair market value of approximately $1,216,292.

          Item 6.   Indemnification of Directors and Officers

               The  Restated  Articles  of  Incorporation  of  the  Company
          provide for the indemnification of  directors and officers to the
          extent and in the manner  provided in Sections 35-1-451-  through
          35-1-457, Montana Business Corporation  Act which Sections are as
          follows:

               35-1-451.  Definitions.   As used in 35-1-451  through 35-1-
          459, the following definitions apply:

               (1)  "Corporation"   includes   any   domestic  or   foreign
          predecessor  entity  of  a  corporation  in  a  merger  or  other
          transaction  in which  the  predecessor's  existence ceased  upon
          consummation of the transaction.

               (2)  (a)  "Director"  means an  individual who  is or  was a
          director  of a corporation or an individual who, while a director
          of  a corporation, is or was serving at the corporation's request
          as a director,  officer, partner, trustee, employee, or  agent of
          another  foreign  or  domestic  corporation,  partnership,  joint
          venture, trust,  employee benefit plan,  or other enterprise.   A
          director  is considered to be serving an employee benefit plan at
          the  corporation's  request  if  the  director's  duties  to  the
          corporation  include duties or services by him  to the plan or to
          participants in or beneficiaries of the plan.

               (b)  Director   includes,   unless   the  context   requires
          otherwise, the estate or personal representative of a director.

               (3)  "Expenses" include attorney fees.

               (4)  "Liability"  means the  obligation to  pay a  judgment,
          settlement, penalty,  or fine,  including an excise  tax assessed
          with  respect to an employee  benefit plan, or  to pay reasonable
          expenses incurred with respect to a proceeding.

               (5)  (a)  "Official capacity" means:

               (i)  when  used with  respect to a  director, the  office of
          director in a corporation; or

                                      -3-
(ii) when used with  respect to an  individual other than  a
          director,  as   contemplated  in   35-1-457,  the  office   in  a
          corporation held  by  the officer  or  the employment  or  agency
          relationship undertaken by the employee or agent on behalf of the
          corporation.

               (b)  Official  capacity  does not  include  service  for any
          other foreign  or domestic corporation or  any partnership, joint
          venture, trust, employee benefit plan, or other enterprise.

               (6)  "Party"  includes  an individual  who  was,  is, or  is
          threatened  to be  made  a named  defendant  or respondent  in  a
          proceeding.

               (7)  "Proceeding"   means   any   threatened,  pending,   or
          completed  action, suit, or  proceeding, whether civil, criminal,
          administrative or investigative and whether formal or informal.

               35-1-452.  Authority to indemnify.

               (1)  Except  as  provided in  subsection (4),  an individual
          made a party to a proceeding because he is or was a director  may
          be indemnified against liability incurred in the proceeding if:

               (a)  he conducted himself in good faith;

               (b)  he reasonably believed:

               (i)  in the  case of conduct  in his official  capacity with
          the corporation, that  his conduct was in the  corporation's best
          interests; and

               (ii) in all other cases,  that his conduct was at  least not
          opposed to the corporation's best interests; and

               (c)  in  the case  of  any criminal  proceeding,  he had  no
          reasonable cause to believe his conduct was unlawful.

               (2)  A  director's  conduct  with  respect  to  an  employee
          benefit plan for a purpose the director reasonably believed to be
          in  the interests of the participants in and beneficiaries of the
          plan  is conduct  that  satisfies the  requirement of  subsection
          (1)(b)(ii).

               (3)  The  termination  of a  proceeding by  judgment, order,
          settlement,  conviction, or upon a plea of nolo contenders or its
          equivalent  is not, of itself,  a determination that the director
          did not meet the standard of conduct described in this section.

               (4)  A corporation  may not indemnify a  director under this
          section:

               (a)  in connection with a  proceeding by or in the  right of
          the  corporation in which the director was adjudged liable to the
          corporation; or

               (b)  in  connection  with   any  other  proceeding  charging
          improper  personal  benefit  to  the  director,  whether  or  not
          involving action  in the  director's official capacity,  in which
          the  director was  adjudged  liable on  the  basis that  personal
          benefit was improperly received by the director.

               (5)  Indemnification   permitted   under  this   section  in
          connection   with  a  proceeding  by  or  in  the  right  of  the
          corporation   is  limited  to  reasonable  expenses  incurred  in
          connection with the proceeding.

               35-1-453.  Mandatory indemnification.  Unless limited by its
          articles  of  incorporation,  a  corporation  shall  indemnify  a
          director who was  wholly successful, on the  merits or otherwise,
          in the  defense of  any proceeding  to which  the director  was a

                                      -4-
party because he is or was a director of the corporation, against
          reasonable expenses  incurred by the director  in connection with
          the proceeding.

               35-1-454.  Advance for expenses.

               (1)  A corporation  may pay for or  reimburse the reasonable
          expenses incurred by a director who is a party to a proceeding in
          advance of final disposition of the proceeding if:

               (a)  the  director  furnishes  the  corporation   a  written
          affirmation of the director's good faith belief that the director
          has met the standard of conduct described in 35-1-452;

               (b)  the   director  furnishes  the  corporation  a  written
          undertaking, executed personally or  on the director's behalf, to
          repay  the  advance  if  it is  ultimately  determined  that  the
          director  did not meet the standard of conduct described in 35-1-
          452; and

               (c)  a determination is  made that the  facts then known  to
          those making the determination would not preclude indemnification
          under 35-1-451 through 35-1-459.

               (2)  The undertaking required  by subsection (1)(b)  must be
          an unlimited general obligation  of the director but need  not be
          secured  and  may  be  accepted without  reference  to  financial
          ability to make repayment.

               (3)  Determinations  and  authorizations  of payments  under
          this section must be made in the manner specified in 35-1-456.

               35-1-455.     Court-ordered   indemnification.     Unless  a
          corporation's  articles of  incorporation  provide  otherwise,  a
          director of the corporation  who is a party  to a proceeding  may
          apply for indemnification to  the court conducting the proceeding
          or to another court of competent jurisdiction.   On receipt of an
          application,  the  court,  after  giving  any  notice  the  court
          considers necessary, may  order indemnification if  it determines
          that the director:

               (1)  is  entitled to  mandatory indemnification  under 35-1-
          453, in which case the court shall also order  the corporation to
          pay  the director's  reasonable  expenses incurred  in  obtaining
          court-ordered indemnification; or

               (2)  is fairly and reasonably entitled to indemnification in
          view  of  all  the  relevant circumstances,  whether  or  not the
          director met the standard of conduct set forth in 35-1-452 or was
          adjudged liable as described in 35-1-452(4).  If the director was
          adjudged  liable  as  described  in  35-1-452(4),  the director's
          indemnification is limited to reasonable expenses incurred.

               35-1-456.  Determination and authorization of indemnification.

               (1)  A corporation may not  indemnify a director under 35-1-
          452 unless authorized in the specific case after a  determination
          has been made that indemnification of the director is permissible
          in the circumstances because the director has met the standard of
          conduct set forth in 35-1-452.

               (2)  The determination must be made:

               (a)  by  the board of directors by majority vote of a quorum
          consisting  of  directors  not  at   the  time  parties  to   the
          proceeding;

               (b)  if a quorum cannot be obtained under subsection (2)(a),
          by  majority vote  of  a committee  designated  by the  board  of
          directors,  in which  designated  directors who  are parties  may
          participate,  consisting solely of  two or more  directors not at
          the time parties to the proceeding;

                                      -5-
(c)  by special legal counsel:

               (i)  selected by the board of  directors or its committee in
          the manner prescribed in subsection (2)(a) or (2)(b); or

               (ii) if a  quorum  of  the  board  of  directors  cannot  be
          obtained  under  subsection  (2)(a)  and a  committee  cannot  be
          designated under subsection (2)(b),  selected by majority vote of
          the full board of  directors in which selected directors  who are
          parties may participate; or

               (d)  by the shareholders, but shares owned by or voted under
          the  control of  directors who  are at  the  time parties  to the
          proceeding may not be voted on the determination.

               (3)   Authorization  of indemnification and evaluation as to
          reasonableness of expenses must be made in the same manner as the
          determination that indemnification is permissible, except that if
          the determination is made by special legal counsel, authorization
          of  indemnification   and  evaluation  as  to  reasonableness  of
          expenses must be  made by those entitled  under subsection (2)(c)
          to select counsel.

               35-1-457.    Indemnification  of  officers,   employees  and
          agents.  Unless a corporation's articles of incorporation provide
          otherwise:

               (1)  an  officer of the corporation who is not a director is
          entitled  to  mandatory  indemnification under  35-1-453  and  is
          entitled to  apply for court ordered  indemnification under 35-1-
          455 to the same extent as a director;

               (2)  the  corporation  may  indemnify  and  advance expenses
          under 35-1-451 through 35-1-459 to an officer, employee, or agent
          of the corporation who is not a director to the same extent as to
          a director: and

               (3)  a corporation  may also indemnify and  advance expenses
          to an  officer, employee, or agent  who is not a  director to the
          extent, consistent with  public policy, that  may be provided  by
          its articles of incorporation, bylaws, general or specific action
          of its board of directors, or contract.

                             *            *            *

               The Bylaws of the Company further provide that the foregoing
          right of  indemnification shall not exclude or restrict any other
          rights or actions  which any  director or officer  may have,  and
          shall  be  available  whether  or  not the  director  or  officer
          continues  to  hold such  office at  the  time of  incurring such
          expense or discharging such liability.

               The Company  has insurance  covering its  expenditures which
          might arise  in connection with the lawful indemnification of its
          directors  and officers  for their  liabilities and  expenses and
          insuring officers  and directors  of the Company  against certain
          other liabilities and expenses.

          Item 7.   Exemption from Registration Claimed

               Not Applicable

                                      -6-
Item 8.   Exhibits

             Exhibit
               No.
             -------

             4(a)       *  Restated Articles of Incorporation filed with
                           the Secretary of State of Montana on April 6,
                           1998.

             4(b)       *  Bylaws, as amended.

             4(c)          Fourteenth Supplemental Indenture, dated as of
                           January 1, 1993, to the Company's Mortgage and
                           Deed of Trust, dated as of October 1, 1945,
                           securing the Company's First Mortgage Bonds
                           (filed as Exhibit 4(c) to the Company's
                           Registration Statement on Form S-8 (File No.
                           33-64576) filed with the Commission on June 17,
                           1993 and incorporated herein by reference
                           thereto).

             4(d)          Fifteenth Supplemental Indenture dated March 1,
                           1993, to the Company's Mortgage and Deed of
                           Trust, dated as of October 1, 1945, securing
                           the Company's First Mortgage Bonds (filed as
                           Exhibit 4(d) to the Company's Registration
                           Statement on Form S-8 (File No. 33-64576) filed
                           with the Commission on June 17, 1993 and
                           incorporated herein by reference thereto).

             4(e)          Sixteenth Supplemental Indenture dated as of
                           May 1, 1993, to the Company's Mortgage and Deed
                           of Trust, dated as of October 1, 1945, securing
                           the Company's First Mortgage Bonds (filed as
                           Exhibit 99(a) to the Company's Registration
                           Statement on Form S-3 (File No. 33-50235) filed
                           with the Commission on September 13, 1993 and
                           incorporated herein by reference thereto).

             4(f)          Seventeenth Supplemental Indenture dated as of
                           December 1, 1993, to the Company's Mortgage and
                           Deed of Trust, dated as of October 1, 1945,
                           securing the Company's First Mortgage Bonds
                           (filed as Exhibit 99(a) to the Company's
                           Registration Statement on Form S-3 (File No.
                           33-56739) filed with the Commission on December
                           5, 1994 and incorporated herein by reference
                           thereto).

             4(g)          Eighteenth Supplemental Indenture dated as of
                           August 5, 1994, to the Company's Mortgage and
                           Deed of Trust, dated as of October 1, 1945,
                           securing the Company's First Mortgage Bonds
                           (filed as Exhibit 99(b) to the Company's
                           Registration Statement on Form S-3 (File No.
                           33-56739) filed with the Commission on December
                           5, 1994 and incorporated herein by reference
                           thereto).

             4(h)          Rights Agreement, dated as of June 6, 1989,
                           between The Montana Power Company and First
                           Chicago Trust Company of New York, as Rights
                           Agent (filed as Exhibit 4(d), to the Company's
                           Registration Statement on Form S-8 (File No.
                           33-42882) filed with the Commission on
                           September 20, 1991 and incorporated herein by
                           reference thereto).

             5(a)       *  Opinion of Michael E. Zimmerman, Esq.

             5(b)       *  Opinion of Thelen Reid & Priest LLP

            23(a)       *  Consent of Independent Accountants

            23(b)          Consent of Michael E. Zimmerman Esq. (contained
                           in exhibit 5(a))

            23(c)          Consent of Thelen Reid & Priest LLP (contained
                           in Exhibit 5(b))

                                      -7-
24             Power of Attorney (Page 9)
          _____________________________
          *  filed herewith

          Item 9.   Undertakings

               (a)  Rule 415 Offering.

                    The Company 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;

                         (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; and

                        (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 the  registrant need  not file  a post-
          effective  amendment to  include the  information required  to be
          included in  subsection (a)  (1)  (i) or  (a)  (1) (ii)  if  such
          information  is  contained  in  periodic  reports  filed  by  the
          registrant under Section 13 or Section 15 (d) of the Exchange Act
          that are incorporated by reference in the registration statement.

                    (2)  That, for the purpose of determining any liability
          under  the Securities  Act,  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.

               (b)  Filings Incorporating Subsequent Exchange Act Documents
          by Reference.

                    The  Company hereby  undertakes that,  for purposes  of
          determining any  liability under the Securities  Act, each filing
          of  the Company's annual  report under  Section 13(a)  or Section
          15(d)  of the Exchange Act  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 securities at that time shall be deemed
          to be the initial bona fide offering thereof.

               (h)  Indemnification

               Insofar as indemnification for liabilities arising under the
          Securities  Act  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 Commission  such indemnification  is against
          public  policy  as  expressed  in  the  Securities  Act  and  is,
          therefore,  unenforceable.    In  the  event  that  a  claim  for

                                      -8-
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 Securities Act and will be governed by
          the final adjudication of such issue.

                                      -9-
POWER OF ATTORNEY

               Each  director  and/or  officer   of  the  registrant  whose
          signature appears below  hereby appoints each  of the Agents  for
          Service named in this  registration statement as his attorney-in-
          fact to  sign in his name  and behalf, in any  and all capacities
          stated below,  and  to  file with  the  Securities  and  Exchange
          Commission,  any  and  all amendments,  including  post-effective
          amendments, to  this registration statement,  and the  registrant
          hereby  also  appoints  each  such  Agent  for  Service  as their
          attorney-in-fact with  like authority to  sign and file  any such
          amendments in their name and behalf.

                                      SIGNATURES

               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 Municipality of  Butte-Silver Bow, and  State of Montana,  on
          July 20, 1998.

                                           THE MONTANA POWER COMPANY

                                           By  /s/ R.P. Gannon, Chairman   
                                              ---------------------------
                                               R.P. Gannon, Chairman
                                               of the Board and Chief
                                               Executive Officer

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

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

          /s/ R.P. Gannon             
          -------------------------
          R.P. Gannon                 Chairman of the Board,     July 20, 1998
          (Principal Executive        Chief Executive Officer
            Officer)

          /s/ J.P. Pederson                      
          -------------------------
          J.P. Pederson               Vice President and         July 20, 1998
          (Principal Financial and    Chief Financial
             Accounting Officer)      Information Officer &
                                      Director

          /s/ T.H. Adams              
          -------------------------
          T.H. Adams                  Director                   July 20, 1998

          /s/ A.F. Cain                
          ------------------------
          A.F. Cain                   Director                   July 20, 1998

          /s/ R.D. Corette           
          ------------------------
          R.D. Corette                Director                   July 20, 1998

          /s/ K. Foster                 
          ------------------------
          K. Foster                   Director                   July 20, 1998

                                      -10-
Signature                Title                        Date
              ---------                -----                        ----

          /s/ B.D. Harris              
          ------------------------
          B.D. Harris                 Director                   July 20, 1998

          /s/ C.T. Hibbard           
          ------------------------
          C.T. Hibbard                Director                   July 20, 1998

          /s/ J.R. Jester               
          ------------------------
          J.R. Jester                 Director                   July 20, 1998

          /s/ C. Lehrkind, III          
          ------------------------
          C. Lehrkind, III            Director                   July 20, 1998

          /s/ A.K. Neill                
          ------------------------
          A.K. Neill                  Director                   July 20, 1998

          /s/ N.E. Vosburg              
          ------------------------
          N.E. Vosburg                Director                   July 20, 1998

          /s/ J.G. Connors            
          ------------------------
          J.G. Connors                Director                   July 20, 1998

                                      -11-
Exhibit Index

           Exhibit No.  Exhibit
           -----------  -------

              4(a)*     Restated Articles of Incorporation filed with the
                        Secretary of State of Montana on April 6, 1998.

              4(b)*     Bylaws, as amended.

              4(c)      Fourteenth Supplemental Indenture, dated as of
                        January 1, 1993, to the Company's Mortgage and
                        Deed of Trust, dated as of October 1, 1945,
                        securing the Company's First Mortgage Bonds
                        (filed as Exhibit 4(c) to the Company's
                        Registration Statement on Form S-8 (File No. 33-
                        64576) filed with the Commission on June 17, 1993
                        and incorporated herein by reference thereto).

              4(d)      Fifteenth Supplemental Indenture dated March 1,
                        1993, to the Company's Mortgage and Deed of
                        Trust, dated as of October 1, 1945, securing the
                        Company's First Mortgage Bonds (filed as Exhibit
                        4(d) to the Company's Registration Statement on
                        Form S-8 (File No. 33-64576) filed with the
                        Commission on June 17, 1993 and incorporated
                        herein by reference thereto).

              4(e)      Sixteenth Supplemental Indenture dated as of May
                        2, 1993, to the Company's Mortgage and Deed of
                        Trust, dated as of October 1, 1945, securing the
                        Company's First Mortgage Bonds (filed as Exhibit
                        99(a) to the Company's Registration Statement on
                        Form S-3 (File No. 33-50235) filed with the
                        Commission on September 13, 1993 and incorporated
                        herein by reference thereto).

              4(f)      Seventeenth Supplemental Indenture dated as of
                        December 1, 1993, to the Company's Mortgage and
                        Deed of Trust, dated as of October 1, 1945,
                        securing the Company's First Mortgage Bonds
                        (filed as Exhibit 99(a) to the Company's
                        Registration Statement on Form S-3 (File No. 33-
                        56739) filed with the Commission on December 5,
                        1994 and incorporated herein by reference
                        thereto).

              4(g)      Eighteenth Supplemental Indenture dated as of
                        August 5, 1994, to the Company's Mortgage and
                        Deed of Trust, dated as of October 1, 1945,
                        securing the Company's First Mortgage Bonds
                        (filed as Exhibit 99(b) to the Company's
                        Registration Statement on Form S-3 (File No. 33-
                        56739) filed with the Commission on December 5,
                        1994 and incorporated herein by reference
                        thereto).

              4(h)      Rights Agreement, dated as of June 6, 1989,
                        between The Montana Power Company and First
                        Chicago Trust Company of New York, as Rights
                        Agent (filed as Exhibit 4(d), to the Company's
                        Registration Statement on Form S-8 (File No. 33-
                        42882) filed with the Commission on September 20,
                        1991 and incorporated herein by reference
                        thereto).

              5(a)*     Opinion of Michael E. Zimmerman, Esq.

              5(b)*     Opinion of Thelen Reid & Priest LLP

             23(a)*     Consent of Independent Accountants

             23(b)      Consent of Michael E. Zimmerman Esq. (contained
                        in exhibit 5(a))

             23(c)      Consent of Thelen Reid & Priest LLP (contained in
                        Exhibit 5(b))

             24         Power of Attorney (Page 9)

          -------------------------
          * Filed herewith.