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Exhibit 10(b)

                   EQUITY CONTRIBUTION AGREEMENT

EQUITY CONTRIBUTION AGREEMENT (this "Agreement") dated as of 
October 31, 1998 by and among PP&L Global, Inc. ("Purchaser"), 
PP&L Resources, Inc. ("Parent"), and The Montana Power Company 
("Seller").

                          R E C I T A L S

	WHEREAS, Purchaser and Seller are parties to that certain 
Asset Purchase Agreement, dated as of the date hereof (the 
"Purchase Agreement");

	WHEREAS, Purchaser is directly wholly-owned by Parent;

	NOW, THEREFORE, in consideration of the premises and as an 
inducement for Seller to enter into the Purchase Agreement, the 
parties hereto agree as follows:

Section 1.  Definitions.  Capitalized terms used herein and 
not otherwise defined herein shall have the respective meanings 
given to them in the Purchase Agreement.

Section 2.  Equity Contribution.

(a)  Seller may, in its sole discretion and without the 
concurrence of Purchaser or any of its Affiliates, give written 
notice to be received by Parent (i) on a date that is six (6) 
Business Days prior to the Closing Date (the "Notice Date"), 
which notice shall certify that, as of the Notice Date, the 
Montana Conditions are satisfied and that, if the Closing were 
to occur on the Notice Date, Seller would be prepared to satisfy 
the conditions to Closing that are solely within the control of 
Seller; and (ii) on a date that is six (6) Business Days prior 
to the Closing Date under either of the Portland Purchase 
Agreement or the Puget Purchase Agreement (as the term "Closing 
Date" is defined under each of those agreements) (an "Additional 
Notice Date"), which notice shall certify that Seller has been 
notified by Portland and/or Puget, as applicable that, as of any 
such Additional Notice Date, the Portland Conditions and/or the 
Puget Conditions, as applicable, are satisfied and that, if the 
Closing were to occur on the Notice Date, Portland and/or Puget, 
as applicable, would be prepared to satisfy the conditions to 
Closing that are solely within the control of such party.  
Parent hereby irrevocably promises and agrees that, upon receipt 
of the notice referred to in clause (i) of the preceding 
sentence, Parent will make or cause to be made, on the date of 
the Closing, a contribution in immediately available funds to 
Purchaser in the amount of the Base Purchase Price, adjusted to 
take into account additional Excluded Assets, if any, pursuant 
to Section 1.10 of the Purchase Agreement and that, upon receipt 
of any notice referred to in clause (ii) of the preceding 
sentence, Parent will make or cause to be made, on the date of 
the Closing under the Portland Purchase Agreement or the Puget 
Purchase Agreement, as applicable, a contribution in immediately 
available Funds in the amount of the Puget Payment Amount, the 
Portland Payment Amount or the Combined Payment Amount, as 
applicable, pursuant to Section 1.05(b) of the Purchase 
Agreement (the amount required to be contributed by Parent 
pursuant to each individual notice referred to in clauses (i) 
and (ii) of the preceding sentence is sometimes hereinafter 
referred to as the "Required Contribution Amount").

(b)  If Purchaser breaches its obligation to effect the 
Closing as and when required by the Purchase Agreement (or any 
Closing under the Portland Purchase Agreement or the Puget 
Purchase Agreement as and when required under such agreements), 
and, if as a result thereof, Purchaser is the subject of a final 
and binding order of a court of competent jurisdiction 
obligating it to pay any damages, costs, and expenses incurred 
by Seller (a "Liability"), Seller may, in its sole discretion 
and without the concurrence of Purchaser or any of its 
Affiliates, give written notice to Parent that such Liability 
was incurred.  Parent irrevocably promises and agrees that it 
shall make or cause to be made a contribution in immediately 
available funds to Purchaser within five (5) Business Days after 
receipt of such notice in an amount sufficient for Purchaser to 
fully satisfy and discharge the Liability up to but not to 
exceed the applicable Required Contribution Amount. 

(c)  If a court of competent jurisdiction enters a final 
and binding order to the effect that Seller was not entitled to 
give any notice provided for in subsection (a) or (b) hereof, 
then Seller shall be liable to pay Parent, as liquidated damages 
and in full satisfaction of any claim of Purchaser or any of its 
Affiliates arising out of such notice or order insofar as such 
order relates to Seller giving such notice, an amount equal to 
the documented out-of-pocket costs of Parent (including, without 
limitation, Parent's cost of capital after giving effect to 
related income taxes) incurred in connection with Parent's 
contribution (or arrangements made to cause such contribution) 
to Purchaser as a result of such wrongful notice by Seller.

(d)  Notwithstanding any other provision of this Agreement 
to the contrary, Parent shall have no obligation to make or 
cause to be made any contribution to Purchaser under this 
Agreement to the extent its aggregate contributions to Purchaser 
made or cause to be made as a result of a notice given by Seller 
hereunder or otherwise contributed (provided such funds have 
been segregated in accordance with Section 4 hereunder or are 
otherwise available for payment by Purchaser of the Purchase 
Price under the Purchase Agreement) equal or exceed the 
aggregate of the Required Contribution Amounts.

(e)  Any payments made or cause to be made by Parent 
directly to Seller in satisfaction of Parent's obligations to 
make or cause to be made a contribution to Purchaser hereunder 
shall be deemed to be on behalf of, and to satisfy the 
obligations of, Purchaser to Seller under the Purchase Agreement 
(to the extent of the amount paid or caused to be paid by 
Parent).

(f)  If, prior to receipt of a notice from Seller 
requesting a contribution to Purchaser, Parent makes or causes 
to be made a contribution to Purchaser as contemplated herein, 
it shall promptly notify Seller in writing of such contribution, 
which notice shall state that such contribution has been 
segregated as provided in Section 4 herein.

(g)  Upon written request of Seller given to Purchaser at 
any time after Parent has made or caused to be made a 
contribution to Purchaser contemplated herein, Purchaser agrees 
to return such contribution to Parent.

(h)  If, following the making by Parent of a Required 
Contribution Amount hereunder, the Closing in respect of which 
such contribution was made fails to occur as scheduled (other 
than any such failure caused solely by a breach by Purchaser of 
its obligation to effect such Closing), any Funds so contributed 
to Purchaser may be returned to Parent; provided, that this 
Agreement shall continue in effect until termination in 
accordance with the provisions of Section 5 hereof.

Section 3.  Representations and Warranties.

(a)  Parent and Purchaser represent and warrant to Seller 
as follows:

	     (i)  Each of Parent and Purchaser is a corporation, 
duly organized, validly existing and in good standing under the 
laws of Commonwealth of Pennsylvania and has full corporate 
power and authority to enter into this Agreement and to perform 
its obligations hereunder.

     (ii)  The execution and delivery by each of Parent and 
Purchaser of this Agreement, and the performance of its 
obligations hereunder, have been duly authorized by all 
necessary corporate action on the part of Parent and Purchaser, 
as the case may be.

     (iii)  Each of Parent and Purchaser has duly executed 
and delivered this Agreement.  Assuming due authorization, 
execution and delivery of this Agreement by Seller, this 
Agreement constitutes the valid and binding obligation of each 
of Parent and Purchaser, enforceable in accordance with its 
terms, except as such enforceability may be limited by 
bankruptcy, insolvency, reorganization, moratorium or other 
similar laws of general applicability affecting the enforcement 
of creditors' rights and the application of general principles 
of equity.

     (iv)  All consents, authorizations and other approvals 
of any governmental authority which are necessary for the 
execution and delivery by each of Parent and Purchaser of this 
Agreement and the performance by it of its obligations hereunder 
have been obtained and are in full force and effect, are final 
and not subject to any appeal.

     (v)  Execution, delivery and performance by Parent of 
this Agreement will not conflict with or result in a violation 
or default under any contract, agreement or order of any court 
or regulatory authority binding upon Parent or any of its 
Affiliates.

(b)  Seller represents and warrants to Parent as follows:

	     (i)  Seller is a corporation, duly organized, validly 
existing and in good standing under the laws of the State of 
Montana, and has full corporate power and authority to enter 
into this Agreement and to perform its obligations hereunder.

     (ii)  The execution an delivery by Seller of this 
Agreement, and the performance of its obligations hereunder, 
have been duly authorized by all necessary corporate action on 
the part of Seller.

	     (iii)  Seller has duly executed and delivered this 
Agreement.  Assuming due authorization, execution and delivery 
of this Agreement by Purchaser and Parent, this Agreement 
constitutes the valid and binding obligation of Seller, 
enforceable in accordance with its terms, except as such 
enforceability may be limited by bankruptcy, insolvency, 
reorganization, moratorium or other similar laws of general 
applicability affecting the enforcement of creditors' rights and 
the application of general principles of equity.

     (iv)  All consents, authorizations and other approvals 
of any governmental authority which are necessary for the 
execution and delivery by Seller of this Agreement and the 
performance by Seller of its obligations hereunder have been 
obtained and are in full force and effect, are final and not 
subject to any appeal.

     (v)  Execution, delivery and performance by Seller of 
this Agreement will not conflict with or result in a violation 
or default under any contract, agreement or order of any court 
or regulatory authority binding upon Seller or any of its 
Affiliates.

Section 4.  Restriction on Use.  Purchaser shall segregate 
from its general funds any contributions made or caused to be 
made by Parent hereunder and shall use such funds for the 
purpose, and only for the purpose, of satisfying its obligations 
to Seller under the Purchase Agreement.  Such contribution shall 
be placed in a segregated account at an independent financial 
institution, the name of which account makes reference to the 
restrictions contained herein.

Section 5.  Termination.  The obligation of Parent under 
this Agreement shall terminate upon the earliest to occur of:

     (a)  contribution made or caused to be made by Parent 
to Purchaser of an amount equal to or exceeding the aggregate of 
the Required Contribution Amounts in response to a notices given 
by Seller hereunder or otherwise contributed (provided such 
funds have been segregated in accordance with Section 4 or are 
otherwise available for payment by Purchaser of the Purchase 
Price under the Purchase Agreement and any necessary notice has 
been given pursuant to Section 2(f));

     (b)  five business days after notice of termination of 
the Purchase Agreement is given pursuant to Article XI thereof, 
unless prior to the close of business on the fifth business day 
after such notice Parent receives written notice from Purchaser 
or Seller that either of them in good faith believes that the 
Purchase Agreement is still in full force and effect or has been 
improperly terminated, and that Seller is actively pursuing a 
Liability claim, in which case this Agreement shall terminate 
upon the settlement or other determination of such claim in 
accordance with Section 2(b) hereof and the making of the 
required contribution by or caused by Parent; or

     (c)  the occurrence of the Closing under the Purchase 
Agreement.

Section 6.  Miscellaneous

     (a)  This Agreement shall be binding upon, shall inure 
to the benefit of, and shall be enforceable by, the parties 
hereto and their respective successors and permitted assigns.  
In the event that Purchaser assigns its rights under the 
Purchase Agreement to a special purpose corporation, then the 
term "Purchaser" herein shall refer to such special purpose 
corporation and Parent shall make or cause to be made its 
required contribution hereunder directly to such special purpose 
corporation.  Seller shall be entitled to enforce the 
obligations of Parent hereunder without the concurrence of  
Purchaser and regardless of any claims by Purchaser against 
Seller, including any claims under, or the satisfaction or non-
satisfaction of any obligations of Seller under the Purchase 
Agreement.  Neither this Agreement nor any right hereunder may 
be assigned by any party without the prior written consent of 
the parties hereto, which consent (except in the case of a 
transfer by Parent of its obligations hereunder) shall not be 
unreasonably withheld.

     (b)  This Agreement contains the entire understanding 
of the parties with respect to the matters herein and supersedes 
all prior agreements and understandings between the parties with 
respect to the subject matter hereof.

     (c)  All notices and other communications required or 
permitted by this Agreement or by law to be served upon or given 
to a party hereto by any other party hereto shall be addressed 
as provided in the Purchase Agreement and, if to Parent, to the 
address for notices set forth beneath Parent's signature below.

     (d)  This Agreement may not be amended or otherwise 
modified except by a written agreement signed by each party 
hereto.

     (e)  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE 
WITH, AND GOVERNED BY, THE LAWS OF THE NEW YORK EXCLUDING ITS 
CONFLICTS OF LAWS PROVISIONS.

     (f)  If any provision of this Agreement shall be 
unenforceable, void or otherwise contrary to law, such provision 
shall in no manner operate to render any other provision of the 
Agreement unenforceable, invalid or contrary to law, and this 
Agreement shall continue to be operative and enforceable in 
accordance with the remaining terms and provisions hereof.

     (g)  The terms, conditions, covenants, representations 
and warranties hereof may be waived only by a written instrument 
executed by the party waiving compliance.  The failure of a 
party at any time or from time to time to require performance of 
any provisions hereof shall in no manner affect its rights at a 
later time to enforce the same.  No waiver by a party of any 
condition or any breach of term, covenant, representation or 
warranty contained in this Agreement in any one or more 
instances shall be deemed to be, or be construed as, a further 
or continuing waiver of any such condition or breach of any 
term, covenant, representation or warranty.

     (h)  No person other than the parties hereto, or their 
successors or permitted assigns shall have any rights hereunder.

     (i)  The term "Montana Conditions" means all 
conditions to the obligations of Seller and Purchaser to 
consummate the Closing as set forth in Articles VI and VII of 
the Purchase Agreement (except those conditions solely within 
the control of the Seller or Purchaser).  The term "Puget 
Conditions" means all conditions to the obligations of Puget and 
Purchaser under the Puget Asset Purchase Agreement (except those 
conditions solely within the control of the Puget or Purchaser).  
The term "Portland Conditions" means all conditions to the 
obligations of Portland and Purchaser under the Portland Asset 
Purchase Agreement (except those conditions solely within the 
control of the Portland or Purchaser).

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     (j)  This Agreement may be signed in counterparts, 
each of which shall be deemed an original and all of which 
together shall constitute one and the same Agreement.

                         PP&L RESOURCES, INC.

                         By:  ___________________________
                         Name:  John R. Biggar
                         Title: Senior Vice-President & 
                                Chief Financial Officer
                         Address for Notices:  Two North Ninth 
                                               Street
                                 Allentown, Pennsylvania  18101


                         PP&L GLOBAL, INC.

                         By:  ____________________________
                         Name:  Paul T. Champagne
                         Title: Vice President
                         Address for Notices:  11350 Random 
                                               Hills Road
                                         Suite 400
                                         Fairfax, Virginia  22030


                         MONTANA POWER COMPANY

                         By:  ____________________________
                         Name:  Perry J. Cole
                         Title: Vice President
                         Address for Notices:  40 East Broadway 
                                               Street
                                      Butte, Montana  59701-9394