Pricing Supplement No. 5 Filing under Rule 424(b)(3)
Dated: December 17, 1996 Registration No. 333-17181
(To Prospectus, dated December 12, 1996)
$150,000,000
The Montana Power Company
Medium-Term Notes, Series B
Principal Amount: $5,000,000 Original Issue Date: December 20, 1996
Interest Rate: 7.96% Maturity Date: December 21, 2026
Issue Price: 100% Interest Payment Dates: January 1
and July 1
Selling Agent's Commission: .75% Initial Interest
Purchasing Agent's Discount: N/A Payment Date: July 1, 1997
Net Proceeds to Company: 99.25% Record Dates: December 15 and June 15
Reallowance: N/A Redeemable: Yes X No
Selling Concession: N/A ----- -----
Form: In Whole: Yes X No
Book-Entry (DTC) X ----- -----
----- In Part: Yes X No
Certificated ----- -----
----- Initial Redemption
Date: January 1, 2007
Repayable at Option of Holder: Redemption Limitation Date: N/A
Yes: No: X
----- -----
Redemption prices (if any): The Initial Redemption Price shall be 103.980%
of the principal amount of such Notes to be redeemed and shall decline on
each Interest Payment Date subsequent to the Initial Redemption Date by a
Reduction Percentage of .199% of the principal amount to be redeemed until
the redemption price shall be 100% of such principal amount.
Prior to the date of this Pricing Supplement, the Company has sold $0
aggregate principal amount of the Medium-Term Notes, Series B.
Additional Terms: N/A
N/A as used herein means "Not Applicable."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Selling Agent/Purchasing Agent:
(X) Goldman, Sachs & Co.
( ) J.P. Morgan & Co.
( ) Lehman Brothers
( ) Morgan Stanley & Co.
Incorporated
