MONTANA POWER CO /MT/
SC 13G, 1999-02-16
ELECTRIC & OTHER SERVICES COMBINED
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934



Montana Power Co.
(Name of Issuer)

$6.875 Preferred Stock
(Title of Class of Securities)

612085506000
(CUSIP Number)

Check the following box if a fee is being paid with this statement.
(   )

The  information  required in the remainder of this cover page (except any items
to which the form provides a cross-reference)  shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities  Exchange Act of 1934 ("Act") or
otherwise  subject to the  liabilities  of that  section of the Act but shall be
subject to all other provisions of the Act.


<PAGE>


CUSIP No.
612085506000

1)  Names of Reporting Person
        Lehman Brothers Holdings Inc.
        S.S. or I.R.S. Identification No. of Above Person
        13-3216325

2)  Check the Appropriate box if a Member of a Group

(a)  ( X ) Sole
(b)  (   ) Joint Filing


3)  SEC Use Only

4)  Citizenship or Place of Organization
        Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

5)  Sole Voting Power
        32,200

6)  Shared Voting Power
        -0-

7)  Sole Dispositive Power
        32,200

8)  Shared Dispositive Power
        -0-

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
        32,200

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
       (---)

11) Percent of Class Represented by Amount in Row 9
       8.9%

12)  Type of Reporting Person
       HC/CO


<PAGE>




Item 1(a).  Name of Issuer: Montana Power Co.

Item 1(b).  Address of Issuer's Principal Executive Offices:
            40 East Broadway
            Butte, MT 59701

Item 2(a).  Name of Person Filing:
            Lehman Brothers Holdings Inc.

Item 2(b).  Address of Principal Business Office:
            3 World Financial Center
            New York, NY  10285

Item 2(c).  Citizenship or Place of Organization:
            See Item 4 of cover pages

Item 2(d).  Title of Class of Securities:
            $6.875 Preferred Stock

Item 2(e).  CUSIP Number:
            612085506000

Item 3.     Information if statement is filed pursuant to Rules
            13d-1(b) or 13d-2(b):

            The person filing this statement is Lehman Brothers Holdings 
            Inc., a parent holding company in accordance with Section 
            240.13d1(b)(ii)(G).

Item 4.     Ownership

(a)         Amount Beneficially Owned as of December 31, 1998 See Item 9 of
            cover pages

(b)         Percent of Class: See Item 11 of cover pages

(c)         Number of shares as to which such person has: 
            (i)   sole power to vote or to direct the vote  
            (ii)  shared power to vote or to direct the vote
            (iii) sole power to dispose or to direct the disposition
            (iv)  shared power to dispose or to direct the disposition

            See Items 5-8 of cover pages


<PAGE>


Item 5.     Ownership of Five Percent or Less of a Class
            Not Applicable.


Item 6.     Ownership of More than Five Percent on Behalf of Another Person    
            Not Applicable.

Item 7.     Identification and Classification of the Subsidiary which Acquired 
            the Security being reported on by the Parent Holding Company

            The relevant  subsidiary is Lehman Brothers Inc., a Broker/Dealer
            registered  under  Section 15 of the  Securities  Exchange Act of
            1934.

Item 8.     Identification and Classification of Members of the Group
            Not Applicable.

Item 9.     Notice of Dissolution of Group      
            Not Applicable.

Item 10.    Certification

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were  acquired in the ordinary  course of business
and were not  acquired for the purpose of and do not have the effect of changing
or  influencing  the  control  of the  issuer  of such  securities  and were not
acquired in connection with or as a participant in any  transaction  having such
purposes or effect.


<PAGE>

After  reasonable  inquiry and to the best of the  undersigned's  knowledge  and
belief,  the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.



Dated:December 31, 1998


LEHMAN BROTHERS HOLDINGS INC.


By:  /s/ Jennifer Marre
          -------------------
Name:  Jennifer Marre
Title: Vice President and
Secretary






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