FORM 4
_X__Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility

Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

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(Print or Type Responses)
Name and Address of Reporting Person* Pascoe William A.	2.Issuer Name and Ticker or Trading Symbol The Montana Power Company (MTP)					6. Relationship of Reporting Person(s) to Issuer (check all applicable). Director 10% owner X Officer(give Other(specify title below) below) V.P. Transmission Services
(Last) (First) (Middle) 40 E. Broadway Street	3.I.R.S. Identification Number of Reporting Person, if any entity (Voluntary)	4.Statement for Month/Year 02/2002
(Street) Butte MT 59701		5.If Amendment Date of Original (Month/Year)				7.Individual or Joint/Group Filing (check applicable line). X Form Filed by One Reporting Person Form filed by More than One Reporting Person
(City (State) (Zip)	TABLE I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr.3)	2.Transaction Date (Month/ Day/ Year)	3.Transaction Code (Instr. 8)		4.Security Acquired (A) or Disposed of (D) (Instr. 3, 4, & 5)				5.Amount of Securities Beneficially Owned at End of Month (Instr. 3 & 4)	6.Owner-ship Form: Direct (D) or Indirect (I) (Instr. 4)	7.Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr.3)	2.Transaction Date (Month/ Day/ Year)	Code	V	Amount	or (D)		Price			7.Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								5,554.000	D
Common Stock								5,304.632	I	BY TTEE RET & SAV PLAN (401K)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

*If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Potential persons who are to respond to the collection of

information contained in this form are not required to respond

unless the form displays a currently valid OMB control number.

FORM 4 (continued)

TABLE II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1.Title of Derative Security

(Instr.3)

2.Conver-sion or

Exercise

Price of

Deri-vative

Security

3.Trans-action

Date

(Month/

Day/

Year)

4.Trans-

action

Code

(Instr. 8)

5.Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr.3,4,&5)

6.Date Exercisable and Expiration Date

(Month/Day/Year)

7.Title and Amount of

Underlying Securities

(Instr. 3 & 4)

8.Price

Deriv-ative

Secur-

ity

(Instr. 5)

9.Number

Deriv-

ative

Secur-

ities

Benef-

icially

Owned

at End

Month

(Instr.4)

10.Owner-

ship

Form of

Deriv-

ative

Security:

Direct

(D) or

Indirect

(I)

(Instr.4)

11.Nature of

Indirect

Beneficial

Ownership

(Instr.4)

Code

(A)

(D)

Date

Exer-cisable

Expira-

tion

Date

Title

Amount or

Number of Shares

Stock Option

$38.6875

06/26/2002

06/26/2010

Common Stock

16,000

Stock Option

$18.0000

04/06/2000

04/06/2008

Common Stock

10,446

Stock Option

$35.3594

6/21/2001

06/21/2009

Common Stock

16,000

Stock Option

$27.5625

10/25/2001

10/25/2009

Common Stock

22,200

Explanation of Responses:


**Signature of Reporting Person		Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.

See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this form, one of which must be manually signed. If space is insufficient,

See
Instruction 6 procedure.

Potential persons who are to respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB Number.

By: Rose Marie Ralph, Attorney-in-fact

Pascoe, William A.

40 E Broadway

Butte MT 59701-9394

The Montana Power Company (MTP)

2/2002

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MONTANA POWER CO /MT/ 4