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                                                                    Exhibit 99.3

                                PPL MONTANA, LLC

                               OFFER TO EXCHANGE
                   8.903% PASS THROUGH CERTIFICATES DUE 2020,
                           WHICH HAVE BEEN REGISTERED
                 UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
                          FOR ANY AND ALL OUTSTANDING
                   8.903% PASS THROUGH CERTIFICATES DUE 2020

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

      Upon and subject to the terms and conditions set forth in the Prospectus,
dated November [___], 2000 (the "Prospectus"), and the enclosed Letter of
Transmittal (the "Letter of Transmittal"), an offer to exchange (the "Registered
Exchange Offer") 8.903% Pass Through Certificates due 2020 (the "Exchange
Certificates") which have been registered under the Securities Act of 1933, as
amended, for any and all outstanding 8.903% Pass Through Certificates due 2020
(the "Certificates"), is being made pursuant to such Prospectus. The Registered
Exchange Offer is being made in order to satisfy certain obligations of PPL
Montana, LLC (the "Company") contained in the Exchange and Registration Rights
Agreement, dated July 13, 2000, between the Company and the initial purchasers
named therein.

      The CUSIP numbers for the Certificates are as follows: 69352BAA2,
U69387AA3 and 69352BAB0.

      We are requesting that you contact your clients for whom you hold
Certificates regarding the Registered Exchange Offer. For your information and
for forwarding to your clients for whom you hold Certificates registered in your
name or in the name of your nominee, or who hold Certificates registered in
their own names, we are enclosing the following documents:

         1. Prospectus dated November [___], 2000;

         2. The Letter of Transmittal for your use and for the information of
      your clients;

         3. A Notice of Guaranteed Delivery to be used to accept the
      Registered Exchange Offer if certificates for Certificates are not
      immediately available or time will not permit all required documents to
      reach the Exchange Agent prior to the Expiration Date (as defined below)
      or if the procedure for book-entry transfer cannot be completed on a
      timely basis; and

         4. A form of letter which may be sent to your clients for whose
      account you hold Certificates registered in your name or the name of your
      nominee, with space provided for obtaining such clients' instructions with
      regard to the Registered Exchange Offer.

      Your prompt action is requested. The Registered Exchange Offer will expire
at 5:00 p.m., New York City time, on [_____] (the "Expiration Date") (30
calendar days following the commencement of the Registered Exchange Offer),
unless extended by the Company. The Certificates tendered pursuant to the
Registered Exchange Offer may be withdrawn at any time before the Expiration
Date.

      To participate in the Registered Exchange Offer, a duly executed and
properly completed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees and any other required documents, should be sent
to the Exchange Agent and certificates representing the Certificates should be
delivered to the Exchange Agent, all in accordance with the instructions set
forth in the Letter of Transmittal and the Prospectus.

      Please note that brokers, dealers, commercial banks, trust companies and
other nominees who hold Certificates through The Depository Trust Company
("DTC") must effect tenders by book-entry transfer through DTC's Automated
Tender Offer Program ("ATOP").
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      If holders of Certificates wish to tender, but it is impracticable for
them to forward their certificates for Certificates prior to the expiration of
the Registered Exchange Offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the Prospectus under "This Exchange
Offer -- Procedures for tendering the existing pass through certificates --
Guaranteed delivery."

      Additional copies of the enclosed material may be obtained from The Chase
Manhattan Bank, the Exchange Agent, 55 Water Street, Room 234, New York, New
York 10041, Attention: Victor Matis, facsimile 212-638-7380

                                 PPL MONTANA, LLC