5 1 rpgannon.txt ROBERT P GANNON FORM 5 1. Name and Address of Reporting Person Gannon, Robert P. 130 N Main Street Butte, MT 59701 USA 2. Issuer Name and Ticker or Trading Symbol Touch America Holdings, Inc. 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement for Month/Year 12/2002 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) (X) Director ( ) 10% Owner (X) Officer (give title below) ( ) Other (specify below) COB, President & CEO 7. Individual or Joint/Group Filing (Check Applicable Line) (X) Form filed by One Reporting Person ( ) Form filed by More than One Reporting Person TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

SIGNATURE OF REPORTING PERSON /s/ Robert P. Gannon DATE 02/13/2003

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1.Name and Address of Reporting Person* Gannon Robert P	2.Issuer Name and Ticker or Trading Symbol The Montana Power Company (MTP)				6. Relationship of Reporting Person(s) to Issuer (Check all applicable). ___X______Director __________10% owner ____X_____Officer(give __________Other(specify title below) below) Chairman of Board, President & CEO
(Last) (First) (Middle) 40 E. Broadway Street	3.I.R.S. Identification Number of Reporting Person, if an entity. (Voluntary)	4.Statement for Month/Year 12/31/2001
(Street) Butte MT 59701		5.If Amendment Date of Original (Month/Year)			7.Individual or Joint/Group Reporting (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
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 Issuers Fiscal Year (Instr. 3 & 4)	6.Owner-ship Form: Direct (D) or Indirect (I) (Instr. 4)	7.Nature of Indirect Beneficial Ownership (Instr. 4)
			Amount	or (D)		Price
Common Stock							13,557.229	D
Common Stock							(1) 18,988.0751	I	BY TTEE RET & SAV PLAN (401K)
Common Stock	3/13/01	P	3,800	A		$15.10		I	HELD BY SPOUSE
Common Stock	3/13/01	P	1,100	A		$15.11		I	HELD BY SPOUSE
Common Stock	3/13/01	P	1,000	A		$15.08	39,338.691	I	HELD BY SPOUSE
Common Stock							75	I	HELD BY SON
Common Stock							125	I	HELD BY DAUGHTER

*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 5 (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 of Derivative Security (Instr. 5)

9.Number of Deriv- ative Secur- ities Benef- icially Owned at End of Year (Instr.4)

10.Owner- ship of Deriv- ative Security: Direct (D) or Indirect (I) (Instr.4)

11.Nature of Indirect Beneficial Ownership (Instr.4)

(A)

(D)

Date Exer-cisable

Expira- tion Date

Title

Amount or Number of Shares

Stock Option

$32.50

(2)

08/21/10

Common Stock

107,100

Stock Option

$19.1719

09/01/00

09/01/08

Common Stock

84,000

Stock Option

$35.3594

06/21/01

06/21/09

Common Stock

84,000

Stock Option

$27.5625

10/25/01

10/25/09

Common Stock

55,500

Stock Option

$27.5625

(3)

10/25/09

Common Stock

75,300

Stock Option

38.6875

06/26/02

06/26/10

Common Stock

84,000

Explanation of Responses:

**Signature of Reporting Person Date

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

See

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

See

FORM 5 (continued) Explanation of Responses
Name:	Gannon, Robert P.	Statement for Month/Year:	12-31-2001
	40 E Broadway	Issuer Name: The Montana Power Company
	Butte MT 59701-9394

Note: 1	Includes 604.5991 shares acquired through the reinvestment of dividends since March 2001.
Note: 2	The option is first exercisable on 08/21/2008, except certain performance measures allow for "Early Vesting".
Note: 3	The option is first exercisable on 10/25/2007, except certain performance measures allow for "Early Vesting". On 3/10/2000, 50 % or 37,650 shares vested and are exercisable.

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