As filed with the Securities and Exchange Commission on May 15, 2002
                                                      Registration No. 333-03289
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                        POST-EFFECTIVE AMENDMENT NO. 2 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                               PNM RESOURCES, INC.
                     (Formerly known as Manzano Corporation)
             (Exact name of registrant as specified in its charter)

        New Mexico                                                 85-0468296
  (State or other jurisdiction                                (I.R.S. employer
of incorporation or organization)                            Identification No.)

                                 Alvarado Square
                          Albuquerque, New Mexico 87158
          (Address of principal executive offices, including zip code)

                               PNM RESOURCES, INC.
                             DIRECTOR RETAINER PLAN

                            (Full title of the plan)

                                   M.H. Maerki
                Senior Vice President and Chief Financial Officer
                               PNM Resources, Inc.
                                 Alvarado Square
                          Albuquerque, New Mexico 87158
                                 (505) 241-2700
 (Name, address and telephone number, including area code, of agent for service)

                              --------------------

The  Commission  is requested to mail signed  copies of all orders,  notices and
                               communications to:

                                   C. L. Moore
                             Keleher & McLeod, P.A.
                            414 Silver Avenue, S. W.
                          Albuquerque, New Mexico 87103

                              --------------------

This Post-Effective  Amendment No. 2 to the Registration Statement (Registration
No.  333-03289)  shall become  effective upon filing in accordance with Rule 464
under the Securities Act of 1933.


                         CALCULATION OF REGISTRATION FEE
============= ============== ================= =================== =============
   Title of    Amount to be   Proposed maximum   Proposed maximum     Amount of
securities to   registered     offering price   aggregate offering  registration
be registered                   per unit (1)         price (1)           fee
------------- -------------- ----------------- ------------------- -------------
Common Stock,
no par value  100,000 shares       $27.10           $2,710,000         $647.69
============= ============== ================= =================== =============


(1)  Estimated for the purpose of calculating the registration fee pursuant to
     Rule 457 of the Securities Act of 1933. As to shares of common stock
     issuable pursuant to the director retainer plan, the offering price is
     calculated solely on the basis of the average of the high and low sale
     prices of the common stock of PNM Resources, Inc. on the New York Stock
     Exchange Composite Transaction Tape on May 13, 2002.
================================================================================


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

              The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933. These documents and the documents
incorporated by reference into this registration statement pursuant to Item 3 of
Part II of this registration statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following documents previously filed with the Commission by
PNM Resources, Inc. and its wholly owned subsidiary, Public Service Company of
New Mexico ("PNM"), are hereby incorporated by reference in this registration
statement:

              1.  PNM Resources and PNM's Annual Report on Form 10-K for the
                  year ended December 31, 2001.

              2.  PNM Resources and PNM's Quarterly  Report on Form 10-Q for the
                  quarter ended March 31, 2002.

              3.  PNM Resources' Current Reports filed on Form 8-K dated January
                  15, 2002, January 23, 2002, January 24, 2002, February 21,
                  2002, February 27, 2002, March 14, 2002, March 19, 2002, April
                  5, 2002, April 9, 2002, April 19, 2002, April 24, 2002, and
                  May 10, 2002.

              4.  PNM Resources' Current Report on Form 8-K filed with the
                  Commission on December 31, 2001 which includes the description
                  of the common stock of PNM Resources, no par value per share,
                  and any amendment or report filed for the purpose of updating
                  such description.

              5.  All other reports filed by PNM or PNM Resources pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act on or
                  after December 31, 2001.

              All documents subsequently filed by PNM Resources pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold will be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.


                                       2
<PAGE>

              Section 6 of Article II of PNM Resources's By-Laws contains the
following provisions with respect to indemnification of directors and officers:

              Each person serving as a director or an officer of the
              Corporation, or, at the request of the Corporation, as a director
              or an officer of any other company in which the Corporation has a
              financial interest and regardless of whether or not the person is
              then in office, and the heirs, executors, administrators and
              personal representatives of the person, shall be indemnified by
              the Corporation to the full extent of the authority of the
              Corporation to so indemnify as authorized by New Mexico law.

              Section 53-11-4.1 of the Business Corporation Act of the State of
New Mexico provides that a corporation shall have power to indemnify any person
made (or threatened to be made) a party to any proceeding (whether threatened,
pending or completed) by reason of the fact that the person is or was a director
(or, while a director, is or was serving in any of certain other capacities) if:
(1) the person acted in good faith; (2) the person reasonably believed: (a) in
the case of conduct in the person's official capacity with the corporation, that
the person's conduct was in its best interests; and (b) in all other cases, that
the person's conduct was at least not opposed to its best interests; and (3) in
the case of any criminal proceeding, the person had no reasonable cause to
believe the person's conduct was unlawful. Indemnification may be made against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the person in connection with the proceeding, but may be limited or
unavailable with respect to certain proceedings. In some instances,
indemnification of a director may be mandatory or, upon the application of a
director, may be ordered by a court. Reasonable expenses incurred by a director
may, under certain circumstances, be paid or reimbursed in advance of a final
disposition of a proceeding. Unless limited by its articles of incorporation, a
corporation may (or, as the case may be, shall) indemnify and advance expenses
to an officer of the corporation to the same extent as to a director under
Section 53-11-4.1. Also, unless limited by its articles of incorporation, a
corporation has (1) the power to indemnify and to advance expenses to an
employee or agent of the corporation to the same extent that it may indemnify
and advance expenses to directors under the statute and (2) additional power to
indemnify and to advance reasonable expenses to an officer, employee or agent
who is not a director to such further extent, consistent with law, as may be
provided by its articles of incorporation, bylaws, general or specific action of
its Board of Directors, or contract.

              Section 53-11-4.1 was amended in 1987 to provide that the
indemnification authorized thereunder shall not be deemed exclusive of any
rights to which those seeking indemnification may be entitled under the articles
of incorporation, the by-laws, an agreement, a resolution of shareholders or
directors or otherwise.

              Insurance is maintained on a regular basis (and not specifically
in connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising on
the part of PNM Resources out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

              See Exhibit Index.

ITEM 9.       UNDERTAKINGS.

              The undersigned registrant hereby undertakes:

              1.  To file, during any period in which offers of sales are being
                  made, a post-effective amendment to this registration
                  statement:

                 (i)   To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;


                                       3
<PAGE>


                 (ii)  To reflect in the prospectus any facts or events arising
                       after the effective date of the registration statement
                       (or the most recent post-effective amendment thereof)
                       which, individually or in the aggregate, represent a
                       fundamental change in the information set forth in the
                       registration statement. Notwithstanding the foregoing,
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of securities offered would
                       not exceed that which was registered) and any deviation
                       from the low or high end of the estimated maximum
                       offering range may be reflected in the form of prospectus
                       filed with the Commission pursuant to Rule 424(b) if, in
                       the aggregate, the changes in volume and price represent
                       no more than a 20 percent change in the maximum aggregate
                       offering price set forth in the "Calculation of
                       Registration Fee" table in the effective registration
                       statement;

                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement;

              PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

              2.  That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

              3.  To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

              4.  That, for purposes of determining any liability under the
                  Securities Act of 1933, each filing of the registrant's annual
                  report pursuant to Section 13(a) or 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

              Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       4
<PAGE>


                                   SIGNATURES

              THE REGISTRANT. Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Albuquerque, State of New Mexico, on May 15,
2002.

                                                PNM RESOURCES, INC.


                                                By: /s/ M. H. Maerki
                                                --------------------------------
                                                    M. H. Maerki
                                                    Senior Vice President and
                                                    Chief Financial Officer

                                POWER OF ATTORNEY

              KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints J.E Sterba, M.H. Maerki and J.R.
Loyack, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments to this registration statement, including post-effective
amendments, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and conforming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of any or all of them, may lawfully do or cause to be done by virtue hereof.

              Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
capacities and on the dates indicated.


     Signature                         Capacity                        Date
     ---------                         --------                        ----

/s/ J. E. Sterba             Chairman, President and Chief         May 15, 2002
-----------------------       Executive Officer; Director
J. E. Sterba                 (Principal Executive Officer)

/s/ M. H. Maerki            Senior Vice President and Chief        May 15, 2002
-----------------------           Financial Officer
M. H. Maerki                 (Principal Financial Officer)

/s/ J. R. Loyack          Vice President, Corporate Controller     May 15, 2002
-----------------------       and Chief Accounting Officer
J. R. Loyack                 (Principal Accounting Officer)

/s/ R. G. Armstrong                    Director                    May 15, 2002
-----------------------
R. G. Armstrong

/s/ R. M. Chavez                       Director                    May 15, 2002
-----------------------
R. M. Chavez

/s/ J. A. Godwin                       Director                    May 15, 2002
-----------------------
J. A. Godwin


                                       5
<PAGE>


                                       Director                    May 15, 2002
-----------------------
M. T. Pacheco

/s/ T. F. Patlovich                    Director                    May 15, 2002
-----------------------
T. F. Patlovich

/s/ R. M. Price                        Director                    May 15, 2002
-----------------------
R. M. Price

/s/ P. F. Roth                         Director                    May 15, 2002
-----------------------
P. F. Roth


                                       6
<PAGE>


                                  EXHIBIT INDEX



    Exhibit No.         Description
    -----------         -----------

        4.1.1          Restated Articles of Incorporation of PNM Resources, Inc.
                       (incorporated by reference to Exhibit 3.1 of PNM
                       Resources and PNM's Annual Report on Form 10-K for the
                       year ended December 31, 2001).

        4.2            Bylaws of PNM Resources, Inc. as amended through April
                       17, 2001 (incorporated by reference to Exhibit 4.2 of the
                       Post-Effective Amendment No. 1 to the registration
                       statement on Form S-3 of PNM Resources, Inc., File No.
                       333-10993, filed on October 4, 2001).

        15             Letter regarding Unaudited Interim Financial Information.

        23             Consent of Arthur Andersen LLP.

        24             Power of Attorney (See signatures page in Part II).

An opinion of counsel as to the valid issuance of the securities being
registered under this registration statement is not required because the
securities will not be original issuance securities. If that situation should
change, an appropriate opinion of counsel will be filed.


                                       7
[{"type": "S-8", "sequence": "1", "filename": "fs8_05152002.txt", "secsgml_size_bytes": 21173}]
{"company-data": {"conformed-name": "PNM RESOURCES", "cik": "0001108426", "assigned-sic": "4911", "irs-number": "850468296", "state-of-incorporation": "NM", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88372", "film-number": "02653972"}, "business-address": {"street1": "ALVARADO SQUARE", "street2": "NEW MEXICO", "city": "ALBUQUERQUE", "state": "NM", "zip": "87158", "phone": "5052412700"}, "mail-address": {"street1": "ALVARADO SQUARE", "city": "ALBUQUERQUE", "state": "NM", "zip": "87158"}, "former-company": {"former-conformed-name": "MANZANO CORP", "date-changed": "20000303"}}
As filed with the Securities and Exchange Commission on May 15, 2002
                                                      Registration No. 333-03289
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                        POST-EFFECTIVE AMENDMENT NO. 2 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                               PNM RESOURCES, INC.
                     (Formerly known as Manzano Corporation)
             (Exact name of registrant as specified in its charter)

        New Mexico                                                 85-0468296
  (State or other jurisdiction                                (I.R.S. employer
of incorporation or organization)                            Identification No.)

                                 Alvarado Square
                          Albuquerque, New Mexico 87158
          (Address of principal executive offices, including zip code)

                               PNM RESOURCES, INC.
                             DIRECTOR RETAINER PLAN

                            (Full title of the plan)

                                   M.H. Maerki
                Senior Vice President and Chief Financial Officer
                               PNM Resources, Inc.
                                 Alvarado Square
                          Albuquerque, New Mexico 87158
                                 (505) 241-2700
 (Name, address and telephone number, including area code, of agent for service)

                              --------------------

The  Commission  is requested to mail signed  copies of all orders,  notices and
                               communications to:

                                   C. L. Moore
                             Keleher & McLeod, P.A.
                            414 Silver Avenue, S. W.
                          Albuquerque, New Mexico 87103

                              --------------------

This Post-Effective  Amendment No. 2 to the Registration Statement (Registration
No.  333-03289)  shall become  effective upon filing in accordance with Rule 464
under the Securities Act of 1933.

                         CALCULATION OF REGISTRATION FEE
============= ============== ================= =================== =============
   Title of    Amount to be   Proposed maximum   Proposed maximum     Amount of
securities to   registered     offering price   aggregate offering  registration
be registered                   per unit (1)         price (1)           fee
------------- -------------- ----------------- ------------------- -------------
Common Stock,
no par value  100,000 shares       $27.10           $2,710,000         $647.69
============= ============== ================= =================== =============

(1)  Estimated for the purpose of calculating the registration fee pursuant to
     Rule 457 of the Securities Act of 1933. As to shares of common stock
     issuable pursuant to the director retainer plan, the offering price is
     calculated solely on the basis of the average of the high and low sale
     prices of the common stock of PNM Resources, Inc. on the New York Stock
     Exchange Composite Transaction Tape on May 13, 2002.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

              The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933. These documents and the documents
incorporated by reference into this registration statement pursuant to Item 3 of
Part II of this registration statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following documents previously filed with the Commission by
PNM Resources, Inc. and its wholly owned subsidiary, Public Service Company of
New Mexico ("PNM"), are hereby incorporated by reference in this registration
statement:

              1.  PNM Resources and PNM's Annual Report on Form 10-K for the
                  year ended December 31, 2001.

              2.  PNM Resources and PNM's Quarterly  Report on Form 10-Q for the
                  quarter ended March 31, 2002.

              3.  PNM Resources' Current Reports filed on Form 8-K dated January
                  15, 2002, January 23, 2002, January 24, 2002, February 21,
                  2002, February 27, 2002, March 14, 2002, March 19, 2002, April
                  5, 2002, April 9, 2002, April 19, 2002, April 24, 2002, and
                  May 10, 2002.

              4.  PNM Resources' Current Report on Form 8-K filed with the
                  Commission on December 31, 2001 which includes the description
                  of the common stock of PNM Resources, no par value per share,
                  and any amendment or report filed for the purpose of updating
                  such description.

              5.  All other reports filed by PNM or PNM Resources pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act on or
                  after December 31, 2001.

              All documents subsequently filed by PNM Resources pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold will be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                                       2
Section 6 of Article II of PNM Resources's By-Laws contains the
following provisions with respect to indemnification of directors and officers:

              Each person serving as a director or an officer of the
              Corporation, or, at the request of the Corporation, as a director
              or an officer of any other company in which the Corporation has a
              financial interest and regardless of whether or not the person is
              then in office, and the heirs, executors, administrators and
              personal representatives of the person, shall be indemnified by
              the Corporation to the full extent of the authority of the
              Corporation to so indemnify as authorized by New Mexico law.

              Section 53-11-4.1 of the Business Corporation Act of the State of
New Mexico provides that a corporation shall have power to indemnify any person
made (or threatened to be made) a party to any proceeding (whether threatened,
pending or completed) by reason of the fact that the person is or was a director
(or, while a director, is or was serving in any of certain other capacities) if:
(1) the person acted in good faith; (2) the person reasonably believed: (a) in
the case of conduct in the person's official capacity with the corporation, that
the person's conduct was in its best interests; and (b) in all other cases, that
the person's conduct was at least not opposed to its best interests; and (3) in
the case of any criminal proceeding, the person had no reasonable cause to
believe the person's conduct was unlawful. Indemnification may be made against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the person in connection with the proceeding, but may be limited or
unavailable with respect to certain proceedings. In some instances,
indemnification of a director may be mandatory or, upon the application of a
director, may be ordered by a court. Reasonable expenses incurred by a director
may, under certain circumstances, be paid or reimbursed in advance of a final
disposition of a proceeding. Unless limited by its articles of incorporation, a
corporation may (or, as the case may be, shall) indemnify and advance expenses
to an officer of the corporation to the same extent as to a director under
Section 53-11-4.1. Also, unless limited by its articles of incorporation, a
corporation has (1) the power to indemnify and to advance expenses to an
employee or agent of the corporation to the same extent that it may indemnify
and advance expenses to directors under the statute and (2) additional power to
indemnify and to advance reasonable expenses to an officer, employee or agent
who is not a director to such further extent, consistent with law, as may be
provided by its articles of incorporation, bylaws, general or specific action of
its Board of Directors, or contract.

              Section 53-11-4.1 was amended in 1987 to provide that the
indemnification authorized thereunder shall not be deemed exclusive of any
rights to which those seeking indemnification may be entitled under the articles
of incorporation, the by-laws, an agreement, a resolution of shareholders or
directors or otherwise.

              Insurance is maintained on a regular basis (and not specifically
in connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising on
the part of PNM Resources out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

              See Exhibit Index.

ITEM 9.       UNDERTAKINGS.

              The undersigned registrant hereby undertakes:

              1.  To file, during any period in which offers of sales are being
                  made, a post-effective amendment to this registration
                  statement:

                 (i)   To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;

                                       3
(ii)  To reflect in the prospectus any facts or events arising
                       after the effective date of the registration statement
                       (or the most recent post-effective amendment thereof)
                       which, individually or in the aggregate, represent a
                       fundamental change in the information set forth in the
                       registration statement. Notwithstanding the foregoing,
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of securities offered would
                       not exceed that which was registered) and any deviation
                       from the low or high end of the estimated maximum
                       offering range may be reflected in the form of prospectus
                       filed with the Commission pursuant to Rule 424(b) if, in
                       the aggregate, the changes in volume and price represent
                       no more than a 20 percent change in the maximum aggregate
                       offering price set forth in the "Calculation of
                       Registration Fee" table in the effective registration
                       statement;

                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement;

              PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

              2.  That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

              3.  To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

              4.  That, for purposes of determining any liability under the
                  Securities Act of 1933, each filing of the registrant's annual
                  report pursuant to Section 13(a) or 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

              Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
SIGNATURES

              THE REGISTRANT. Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Albuquerque, State of New Mexico, on May 15,
2002.

                                                PNM RESOURCES, INC.

                                                By: /s/ M. H. Maerki
                                                --------------------------------
                                                    M. H. Maerki
                                                    Senior Vice President and
                                                    Chief Financial Officer

                                POWER OF ATTORNEY

              KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints J.E Sterba, M.H. Maerki and J.R.
Loyack, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments to this registration statement, including post-effective
amendments, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and conforming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of any or all of them, may lawfully do or cause to be done by virtue hereof.

              Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
capacities and on the dates indicated.

     Signature                         Capacity                        Date
     ---------                         --------                        ----

/s/ J. E. Sterba             Chairman, President and Chief         May 15, 2002
-----------------------       Executive Officer; Director
J. E. Sterba                 (Principal Executive Officer)

/s/ M. H. Maerki            Senior Vice President and Chief        May 15, 2002
-----------------------           Financial Officer
M. H. Maerki                 (Principal Financial Officer)

/s/ J. R. Loyack          Vice President, Corporate Controller     May 15, 2002
-----------------------       and Chief Accounting Officer
J. R. Loyack                 (Principal Accounting Officer)

/s/ R. G. Armstrong                    Director                    May 15, 2002
-----------------------
R. G. Armstrong

/s/ R. M. Chavez                       Director                    May 15, 2002
-----------------------
R. M. Chavez

/s/ J. A. Godwin                       Director                    May 15, 2002
-----------------------
J. A. Godwin

                                       5
Director                    May 15, 2002
-----------------------
M. T. Pacheco

/s/ T. F. Patlovich                    Director                    May 15, 2002
-----------------------
T. F. Patlovich

/s/ R. M. Price                        Director                    May 15, 2002
-----------------------
R. M. Price

/s/ P. F. Roth                         Director                    May 15, 2002
-----------------------
P. F. Roth

                                       6
EXHIBIT INDEX

    Exhibit No.         Description
    -----------         -----------

        4.1.1          Restated Articles of Incorporation of PNM Resources, Inc.
                       (incorporated by reference to Exhibit 3.1 of PNM
                       Resources and PNM's Annual Report on Form 10-K for the
                       year ended December 31, 2001).

        4.2            Bylaws of PNM Resources, Inc. as amended through April
                       17, 2001 (incorporated by reference to Exhibit 4.2 of the
                       Post-Effective Amendment No. 1 to the registration
                       statement on Form S-3 of PNM Resources, Inc., File No.
                       333-10993, filed on October 4, 2001).

        15             Letter regarding Unaudited Interim Financial Information.

        23             Consent of Arthur Andersen LLP.

        24             Power of Attorney (See signatures page in Part II).

An opinion of counsel as to the valid issuance of the securities being
registered under this registration statement is not required because the
securities will not be original issuance securities. If that situation should
change, an appropriate opinion of counsel will be filed.

                                       7