Date of earliest event reported: July 25, 2000

(Exact name of registrant as specified in its charter)

40 East Broadway, Butte, Montana 59701
(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code (406) 497-3000
Exhibit Index is found on page 11.

The Montana Power Company reported consolidated basic net income of $0.34 per share in the second quarter, an increase of nearly 55 percent when compared with second quarter 1999 consolidated basic net income of $0.22 per share. Utility earnings for the second quarter 2000 decreased $0.07 per share, from earnings of $0.05 per share to a loss of $0.02 per share. Nonutility earnings for the second quarter 2000 more than doubled, increasing from $0.17 per share to $0.36 per share, due in large part to a gain resulting from the sale of our interest in an independent power project.

The December 17, 1999, sale of substantially all of our electric generating assets with a book value of approximately $497,000,000 to PPL Montana, LLC reduced our utility's net income for second quarter 2000 compared with second quarter 1999. In addition, a voluntary electric rate reduction effective in early February 2000 negatively affected our results.

In the nonutility sector, our independent power operations reported increased earnings. On June 30, Continental Energy Services sold its equity interest in the Brazos generating project in Cleburne, Texas and recorded a pretax gain of approximately $34,300,000. In addition, our oil and natural gas operations reported improved earnings as a result of higher commodity prices.

With the sale of our electric generating assets, we reduced our utility net plant by approximately $497,000,000. Since the Company no longer earns an equity rate of return on those assets, as expected, we experienced a decline in utility earnings.

Prior to the sale, we billed revenues in part to cover the costs of operating the generating plants, pay taxes and interest, and to earn a return on our shareholders' investment. Since the sale, we continue to bill for energy supply, but now these revenues cover the costs to purchase power to serve our core customers. These costs no longer fluctuate based on actual operating results, but are fixed based on an allocated cost-of-service price. While our revenues to our core customers were not affected by the sale, we now pay the profit component of revenues - which previously represented the return on our shareholders' investment - to PPL Montana as part of purchased power expenses. Buyback contracts entered into with PPL Montana allow us to purchase power necessary to serve our core customers through the transition period ending in 2002. The price in the buyback contracts, $22.25/MWh, represents our net fully allocated costs of service in current rates, replacing operations and maintenance expense, depreciation expense, property tax expense, and return on investment. We reflect the costs of purchased power under the buyback contracts in operating expenses as power supply expenses.

Montana's 1997 Electric Industry Restructuring and Customer Choice Act (Electric Act) established a rate freeze through July 1, 2000, for the transmission and distribution component of rates for all electric customers. Now that the Electric Act's rate freeze has expired, we expect to file a request for a rate increase with the Montana Public Service Commission (PSC) next month. The amount of the increase requested is currently being determined.

In January 2000, as a result of the sale of our electric generating assets proceeds being in excess of book value, we filed a rate reduction request with the PSC for approximately $16,700,000 annually. This rate reduction, which was voluntary pending a final determination by the PSC of our Tier II issues, became effective on February 2, 2000. For additional information on the Tier II filing, see Note 4, "Deregulation and Regulatory Matters," of our 1999 Annual Report on Form 10-K.

Income from electric utility operations decreased approximately $21,200,000, or 79 percent compared to 1999, primarily because of the effects of the sale of our electric generating assets and the voluntary rate reduction discussed above.

Revenues: Revenues decreased approximately $6,500,000, primarily due to the effects of the following items:

• A decrease of approximately $4,200,000 in general business revenues, mainly from the voluntary rate reduction discussed above and a weather-related reduction in volumes sold. Weather was 8 percent warmer than normal and 20 percent warmer than in 1999. Revenues also decreased as a result of customers continuing to choose other suppliers. These volume decreases were partially offset by decreases in purchased power costs.
• A decrease of approximately $2,300,000 in intersegment revenues principally because an affiliate, The Montana Power Trading & Marketing Company (MPT&M), no longer engages in secondary market sales requiring the use of our lines to transmit energy. An increase in revenues from transmitting energy for PPL Montana partially offset this decrease.

Expenses: Overall expenses increased approximately $14,700,000 because of the effects of the following items, most of which, as discussed, were attributable to the generation sale:

• Operating expenses - consisting of power-supply expenses, including purchased power expenses and fuel expenses; transmission and distribution expenses; and selling, general, and administrative expenses - increased approximately $22,400,000 as a result of the following:
• Power-supply expenses increased, mainly because of increased purchased power costs required to supply electric energy to our core customers, along with a higher average price for wholesale power under a purchase contract. This increase was partially offset by a decrease in purchased power resulting from warmer weather and customers choosing other suppliers. As discussed above, the increase in purchased power costs attributable to the generation sale is recoverable in rates.
• Transmission and distribution wheeling expenses decreased primarily because, as discussed above, we are no longer selling surplus generation in the secondary markets. As a result, we did not incur the costs associated with using other utilities' lines outside our service territory to transmit this energy.
• Taxes other than income taxes and depreciation expense decreased a total of approximately $7,700,000, as a result of the sale of most of our generation plant.

Regulatory: The Electric Act established a rate moratorium for all electric customers pursuant to which transmission and distribution rates could not be increased until July 1, 2000. We expect to file a file a combined request for increased electric and natural gas rates with the PSC next month. The amount of increases that we will seek is currently being determined.

Income from operations decreased approximately $1,200,000 compared to 1999.

Revenues: Revenues decreased approximately $400,000 mainly because a weather-related decrease in volumes sold more than offset the increase in rates discussed below. Weather was 6 percent warmer than normal and 20 percent warmer than in 1999.

Expenses: Operating expenses increased approximately $1,000,000 chiefly because of increased selling, general, and administrative expenses. Taxes other than income taxes decreased approximately $300,000 principally due to our June 2000 settlement of a property tax dispute with the Montana Department of Revenue. As a result of this settlement, we reduced property tax expense by approximately $500,000.

Regulatory: On August 12, 1999, we filed a natural gas rate case with the PSC requesting, among other matters, increased annual revenues of $15,400,000, with a proposed interim increase of $11,500,000. An interim increase of $7,600,000 became effective on December 10, 1999. A final PSC order that became effective on April 1, 2000 approved an additional increase of $2,800,000. Next month, we expect to file a combined request for increased natural gas and electric rates for amounts not yet determined.

Interest expense decreased approximately $4,200,000 with the net retirement of long-term debt in 1999 and early 2000 and the decrease in the interest expense related to the Kerr Project mitigation liability, which was reduced with our sale of generation assets. Other Income - Net increased approximately $3,900,000 primarily because of interest income earned on the higher cash balances held in 2000 compared to 1999.

Compared with the second quarter 1999, nonutility earnings for the second quarter 2000 increased $0.19 per share, an increase of more than 100 percent. Our independent power operations, with the sale of its equity interest in the Brazos project, and our oil and natural gas operations, with higher overall commodity prices, contributed to the nonutility sector's improvement.

Income from our telecommunications operations decreased approximately $2,200,000 primarily due to lower net earnings from our unconsolidated investments.

Revenues: Excluding earnings from unconsolidated investments, revenues increased approximately $7,500,000, or 35 percent. This increase principally consists of the effects of the following elements:

• Increased network-services revenues, including private-line and Local Multi-Point Distribution Services (LMDS) revenues, of approximately $5,200,000, primarily as a result of an increase in customer growth.
• Increased switched-services revenues, including long-distance and Internet-services revenues, of approximately $100,000 mainly because of more minutes sold.
• Decreased equipment revenues of approximately $2,800,000 mainly resulting from 1999 equipment upgrades to address Year 2000 concerns and 1999 sales to a school district.
• Increased revenues of approximately $4,500,000 associated with infrastructure investments for a Personal Communications Services (PCS) joint venture for which a Touch America affiliate provided equipment and engineering and construction services.

Earnings from unconsolidated investments were approximately $1,600,000 lower compared with the same period in 1999, primarily because of anticipated losses of approximately $800,000 related to Touch America's equity interest in the Minnesota PCS, LP joint venture. We expect this venture to continue to incur losses through 2003 as it expands its network and increases its marketing efforts, and we estimate Touch America's share of these anticipated losses to be an additional $400,000 per month for the remainder of 2000. Earnings from dark-fiber transactions, primarily from the FTV Communications LLC joint venture, were approximately $1,100,000 lower than in 1999 as a result of the substantial completion of FTV's network during the second quarter of 1999. This decrease was partially offset by net earnings from other joint ventures in which Touch America owns equity interests.

Expenses: Operating expenses increased approximately $7,300,000, attributable chiefly to increased customers, increased expenses and salaries as we expand Touch America's infrastructure, and increased marketing efforts. Taxes other than income taxes decreased approximately $200,000, despite increased property taxes representing expansion of Touch America's fiber-optic network, as a result of a revision in our state property tax assessed values for 2000. Depreciation and amortization expense increased approximately $1,100,000, again representing increased plant in service.

Income from our coal operations decreased approximately $4,300,000 when compared with the second quarter of 1999.

Revenues: Both of our coal operations experienced lower overall revenues. Western Energy's revenues decreased approximately $6,200,000 due to a 14 percent decrease in tons sold, as a result of scheduled maintenance and unplanned outages at the Colstrip generating plants, and an 8 percent decrease in average revenue per ton sold. These reduced sales to the Colstrip Units were partially offset by sales to a midwestern utility beginning in the first quarter of 2000. Northwestern Resources' lignite revenues decreased approximately $2,800,000 as an 18 percent decrease in tons sold, due to scheduled maintenance at Reliant Energy's generating plants, more than offset an 8 percent increase in average revenue per ton.

Expenses: Operating expenses decreased approximately $3,200,000 with lower volumes sold reducing royalties, reclamation, and contract stripping costs. Taxes other than income taxes also decreased, primarily as a result of the decreased revenues at the Rosebud Mine.

Income from our independent power operations increased approximately $30,700,000.

Revenues: Excluding earnings from unconsolidated investments, revenues decreased approximately $3,200,000 mainly because of the effects of a December 1999 agreement with the Los Angeles Department of Water and Power (LADWP). The Independent Power Group's Colstrip 4 Lease Management Division sold the leased share of Colstrip Unit 4 generation to LADWP and, in December 1999, the governing agreement was terminated and a new agreement, expiring in December 2010, was established. We received approximately $106,000,000 from the LADWP in December 1999, which we are recognizing in earnings over the new agreement period. The new agreement results in lower net revenues over future periods, but allowed us to extract the value of the existing agreement and reinvest the proceeds.

With Continental Energy's sale of its equity interest in the Brazos project in Texas, earnings from unconsolidated investments increased approximately $34,100,000. A third party purchased all of the equity interests of the partnership that owned the project, including the ownership interest of Continental Energy. As a result of this sale, we recorded a pretax gain of approximately $34,300,000. With this sale, we mitigated risks associated with a contract dispute between the partnership and the power purchaser regarding the terms of the power-purchase agreement.

Income from our oil and natural gas operations increased approximately $6,300,000 versus second quarter of 1999. Revenues increased as a result of significantly higher prices. Depreciation expense increased as a result of increased volumes produced from our oil and natural gas reserves.

Mainly because of reduced short-term borrowings, interest expense decreased approximately $700,000. Other Income - Net decreased approximately $1,500,000 primarily because the funds available for investments in the first six months of 2000 were less than the funds available for investments in the first six months of 1999.

Year-to-date 2000 earnings were $0.62 per share, an increase of $0.10 per share, or approximately 19 percent, versus year-to-date 1999 earnings. Utility earnings were $0.06 per share, down $0.12 per share, or approximately 67 percent, when compared with $0.18 per share for the six months ended June 30, 1999. Nonutility earnings were $0.56 per share, up $0.22 per share, or approximately 65 percent, when compared with $0.34 per share for the six months ended June 30, 1999. Our independent power and oil and natural gas businesses contributed to overall improvement in the nonutility sector of our business.

Income from electric utility operations for the six months ended June 30, 2000, decreased approximately $38,600,000, or 68 percent, compared with income from operations for the six months ended June 30, 1999. Year-to-date 2000 income from natural gas utility operations, when compared with year-to-date 1999, increased approximately $700,000, or 6 percent.

Revenues: Revenues from electric utility operations decreased approximately $23,700,000 compared with year-to-date 1999, principally for the reasons mentioned above in the discussion of the second quarter. Weather was 10 percent warmer than normal and 3 percent warmer than in 1999.

Expenses: Operating expenses increased approximately $30,200,000 compared to the six months ended June 30, 1999. These expenses changed for essentially the same reasons mentioned in the discussion of the second quarter.

Revenues: Revenues increased approximately $4,000,000 principally due to increased rates. Weather was 4 percent warmer than normal and 4 percent warmer than in 1999.

Expenses: Operating expenses increased approximately $3,600,000 mainly for the reasons discussed in the results of the second quarter. Taxes other than income taxes decreased approximately $400,000 primarily as a result of the reasons mentioned above in the discussion of the second quarter.

Interest Expense and Other Income

Interest expense decreased and Other Income - Net increased primarily for the reasons mentioned above in the discussion of the second quarter.

Income from operations for the six months ended June 30, 2000 increased approximately $37,400,000, or 84 percent, when compared to 1999. The strong improvement in income from operations was generally attributable to the same factors discussed in our second quarter results relating to our independent power operations and oil and natural gas operations.

For the six months ended June 30, 2000, income from our telecommunications operations decreased approximately $1,900,000 compared with the six months ended June 30, 1999, due to the same reasons mentioned above in the discussion of the second quarter.

Revenues: Excluding earnings from unconsolidated investments, revenues increased approximately $11,900,000, or 29 percent, principally for the reasons mentioned above in the discussion of the second quarter. The increase in operating revenues consists of several elements: network-services revenues (increasing approximately $9,000,000); switched-services revenues (increasing approximately $1,000,000); and revenues related to the PCS joint venture mentioned above in the results of the second quarter (increasing approximately $5,300,000). A decrease of approximately $3,800,000 in equipment revenues partially offset these increases.

Earnings from unconsolidated investments were approximately $2,400,000 lower compared with the same period in 1999. This decrease was the result of Touch America's anticipated losses of approximately $1,000,000 related to its equity investment in the Minnesota PCS, LP joint venture and lower income from dark-fiber transactions of approximately $2,200,000, primarily resulting from the FTV Communications LLC joint venture. These decreases were somewhat offset by the receipt of net earnings from other joint ventures in which Touch America owns interests.

Expenses: Operating expenses increased approximately $9,500,000, attributable chiefly to the combination of expenses mentioned above in the discussion of the second quarter. Taxes other than income taxes increased approximately $900,000 as a result of increased property taxes, representing expansion of Touch America's fiber-optic network, offset by revised property tax assessed values for 2000. Depreciation and amortization expense increased approximately $1,000,000 because of increased plant in service.

Income from our coal operations decreased approximately $4,000,000 when compared with the first six months of 1999.

Revenues: Western Energy's revenues increased approximately $1,400,000 as a 3 percent increase in average revenue per ton sold was partially offset by a 1 percent decrease in tons sold. Northwestern Resources' lignite revenues decreased approximately $2,500,000 as a 10 percent decrease in tons sold more than offset a 5 percent increase in average revenues per ton.

Expenses: Operating expenses increased approximately $2,600,000 due to higher reclamation, maintenance, and diesel fuel costs. These increases were partially offset by lower contract stripping expenses.

Year-to-date 2000 income from our independent power operations increased approximately $29,300,000 compared with year-to-date 1999.

Revenues: Excluding earnings from unconsolidated investments, revenues decreased approximately $3,700,000 mainly because of the effects of the December 1999 agreement with the LADWP discussed in our second quarter results above. Earnings from unconsolidated investments increased approximately $34,400,000 mainly due to Continental Energy's pretax gain resulting from the sale of its equity interest in the Brazos project, as discussed above in the second quarter results .

Income from our oil and natural gas operations for the six months ended June 30, 2000, as compared with the six months ended June 30, 1999, increased approximately $11,800,000. Revenues increased as a result of significantly higher prices. The higher prices resulted in increased purchased gas costs. Depreciation expense increased primarily as a result of the reasons mentioned above in the discussion of the second quarter.

Interest expense and Other Income - Net decreased mainly for the reasons mentioned above in the discussion of the second quarter.

During the twelve months ended June 30, 2000, consolidated earnings were $1.44 per share. For the twelve months ended June 30, 1999, consolidated earnings were $1.48 per share. The $1.44 per share for the twelve months ended June 30, 2000, consists of relatively stable (1) utility earnings of $0.44 per share (compared with $0.43 per share for the twelve months ended June 30, 1999), and (2) nonutility earnings of $1.00 per share (compared with $1.05 per share for the twelve months ended June 30, 1999).

This Form 8-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements should be read with the cautionary statements and important factors included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. See Part I, "Warnings About Forward-Looking Statements." Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words "expects," "believes," "anticipates," and similar expressions.

On June 22, 1999, the Board of Directors approved, effective August 6, 1999, a two-for-one split of the Company's outstanding common stock to all shareholders of record on July 16, 1999. We have adjusted all 1999 earnings-per-share and share information for the split.

For comparative purposes, the following table shows the breakdown of consolidated basic net income per share by principal business segment:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 25, 2000

Exhibit Index