As  filed with the Securities and Exchange Commission on  April 28, 1995

                                      Registration No. 33-_____

            SECURITIES  AND  EXCHANGE  COMMISSION
                   WASHINGTON, D.C.  20549
                     ____________________

                          FORM  S-8

                 REGISTRATION STATEMENT UNDER
                  THE SECURITIES ACT OF 1933
                     ____________________

                    TNP ENTERPRISES, INC.
 (Exact  Name  of Registrant as  Specified  in  its  Charter)

            Texas                           75-1907501
   (State or other jurisdiction          (I.R.S. Employer
 of incorporation or organization)      Identification No.)

              4100 International Plaza, Tower II
                   Fort Worth, Texas  76109
               (Address of Principal Executive Offices)

         TNP ENTERPRISES, INC. EQUITY INCENTIVE PLAN
                             and
    TNP ENTERPRISES, INC. NONEMPLOYEE DIRECTOR STOCK PLAN
                  (Full Title of the Plans)
                     ____________________

                     Michael D. Blanchard
                        General Counsel
                     TNP Enterprises, Inc.
              4100 International Plaza, Tower II
                   Fort Worth, Texas  76109
                        (817) 731-0099
                               
            (Name and Address of Agent for Service)
            (Telephone Number, including area code)
                     ____________________

                  CALCULATION  OF  REGISTRATION  FEE

<TABLE>
<CAPTION>

                      Proposed Maximum    Proposed Maximum
Title of Securities     Amount to          Offering Price     Aggregate Offering      Amount of
to be Registered      be Registered         Per Share(2)           Price(2)       Registration Fee

<S>                     <C>                   <C>                 <C>                 <C>
Common Stock,
no par value            330,000               $15.875             $5,238,750          $1,806.47

<F1>
(1)  The  securities to be registered are expected  to  be  awarded
beginning April 28, 1995, effective January 1, 1995.
<F2>
(2) Offering price is based on the average high and low prices for one
share of TNP Enterprises, Inc. common stock as reported on the  New
York Stock Exchange on April 24, 1995, pursuant to Rule 457(c)  and
(h)(1).
</TABLE>

<PAGE>
                             PROSPECTUS

                       TNP ENTERPRISES, INC.

                     30,000 SHARES COMMON STOCK
                           (No Par Value)

                       ISSUED PURSUANT TO THE

       TNP ENTERPRISES, INC. NONEMPLOYEE DIRECTOR STOCK PLAN

    This Prospectus relates to 30,000 shares of common stock, no  par
value ("Common Stock") of TNP Enterprises, Inc. (the "Company") to be
offered  for the accounts of the Selling Shareholders (as defined  in
this  Prospectus under "Selling Shareholders").  The Common Stock  to
which  this  Prospectus relates was or will be issued to  nonemployee
directors  of the Company under the TNP Enterprises, Inc. Nonemployee
Director  Stock Plan (the "Plan").  The Company will not receive  any
proceeds from sales of Common Stock by the Selling Shareholders.  The
Selling  Shareholders may offer to sell the Common Stock  covered  by
this  Prospectus  from time to time at prices  and  upon  terms  then
obtainable   on   the   New  York  Stock  Exchange,   in   negotiated
transactions, by underwriters pursuant to an underwriting  agreement,
in  a  combination  of any such methods of sale, or  otherwise.   The
Selling  Shareholders and any broker-dealers (including underwriters)
who  participate in sales of Common Stock covered by this  Prospectus
may  be deemed to be statutory underwriters within the meaning of the
Securities  Act  of  1933,  as amended (the  "Securities  Act").  The
following  may be deemed to be underwriting discounts and commissions
under  the  Securities Act:  (i) Commissions paid,  or  discounts  or
concessions   allowed,   to   any  such   broker-dealers   (including
underwriters)  by  any  person and (ii) if  any  such  broker-dealers
(including underwriters) purchases any Common Stock covered  by  this
Prospectus  as a principal, then any profits received from  reselling
such  Common Stock.  The Selling Shareholders or purchasers of Common
Stock  will  pay  all discounts, commissions, and  fees  incurred  in
selling  Common  Stock covered by this Prospectus,  except  that  the
Company will pay the expenses of registering or qualifying the Common
Stock  covered  by this Prospectus with the Securities  and  Exchange
Commission  (the "SEC") and under the blue sky laws of any applicable
jurisdiction.

   The Common Stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "TNP."  On April 25, 1995, the average high and  low
prices for one share of Common Stock on the NYSE was $15.875.
                        ____________________

      See "Experts" for certain considerations relevant to an investm
ent in the Common Stock.
                        ____________________

    THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED  BY  THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR   HAS  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR  ANY  STATE
SECURITIES  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY  OF  THIS
PROSPECTUS.   ANY  REPRESENTATION  TO  THE  CONTRARY  IS  A  CRIMINAL
OFFENSE.
                                  
The    date    of    this    Prospectus   is    April    28,    1995.

<PAGE>

    No  person has been authorized to give any information or to make
any  representations other than those contained in  this  Prospectus,
and,  if given or made, such information or representations must  not
be  relied upon as having been authorized. This Prospectus  does  not
constitute  an offer to sell or the solicitation of an offer  to  buy
any  securities other than the securities to which it relates or  any
offer  to sell or the solicitation of an offer to buy such securities
in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus nor any sale hereunder shall,
under  any circumstances, create any implication that there has  been
no  change in the Company's affairs since the date hereof or that the
information contained herein is correct as of any time subsequent  to
its date.

<TABLE>
<CAPTION>

                         TABLE OF CONTENTS

<S>                                                               <C>
AVAILABLE INFORMATION                                             2

THE COMPANY                                                       3

SELLING SHAREHOLDERS                                              3

MANNER OF SALE                                                    4

EXPERTS                                                           4

DOCUMENTS INCORPORATED BY REFERENCE                               4
</TABLE>

                       AVAILABLE INFORMATION

    The  Company is subject to the informational requirements of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act").  In
accordance  with the Exchange Act, the Company files  reports,  proxy
statements, and other information with the SEC.  The Company has also
filed  with  the SEC a registration statement on Form S-8  under  the
Securities  Act  with  respect to the  Common  Stock  to  which  this
Prospectus  relates.  This Prospectus does not  contain  all  of  the
information set forth in the registration statement, certain parts of
which are omitted in accordance with the rules and regulations of the
SEC.    Statements  contained  in  this  Prospectus  concerning   the
provisions of any document are not necessarily complete and, in  each
instance, reference is hereby made to the copy of the document  filed
as an exhibit to the registration statement.

    The  reports,  proxy statements, and other information  that  the
Company  files with the SEC and the registration statement  described
above,  including its exhibits, can be inspected and  copied  at  the
SEC's  office at Room 1024, 450 Fifth Street, N.W., Washington,  D.C.
20549,  and  at  the SEC's regional offices at Room  1028,  Jacob  K.
Javits Federal Building, 75 Park Place, New York, New York 10007, and
Kluczynski  Federal  Building, 230 South  Dearborn  Street,  Chicago,
Illinois 60604.  Copies of such material can also be obtained by mail
at  prescribed rates from the SEC's Public Reference Section  at  its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.

    The  Common  Stock  is  listed on the NYSE,  and  reports,  proxy
statements, and other

                               -2-
<PAGE>

information  concerning  the Company can also  be  inspected  at  the
offices of the NYSE at 20 Broad Street, New York, New York  10009.

    The  Company  will furnish without charge, upon written  or  oral
request, to each person, including any beneficial owner, to whom this
Prospectus is delivered, a copy of any and all information  that  has
been  incorporated in this Prospectus by reference.  Requests  should
be  directed  to  Investor  Relations, TNP  Enterprises,  Inc.,  4100
International  Plaza, Tower II, Fort Worth, Texas   76109,  telephone
number (817) 731-0099.


                             THE COMPANY

    The  Company  is a Texas corporation and a holding company  whose
principal  wholly owned subsidiary is Texas-New Mexico Power  Company
(the  "Utility").   The  Company  is  exempt  from  regulation  as  a
"registered  holding company" as that term is defined in  the  Public
Utility  Holding  Company  Act  of  1935.   The  Company's  principal
executive offices are located at 4100 International Plaza, Tower  II,
Fort Worth, Texas  76109, telephone number (817) 731-0099.

   The Utility is a public utility engaged in generating, purchasing,
transmitting, distributing, and selling electricity to  customers  in
Texas and New Mexico.


                        SELLING SHAREHOLDERS

    The shareholders whose shares of Common Stock are covered by this
Prospectus  ("Selling  Shareholders")  are  the  current  or   former
nonemployee directors of the Company from time to time who receive or
have  received  awards  of Common Stock pursuant  to  the  Plan.  The
persons who are the Selling Shareholders are expected to change  from
time  to  time  as  members of the board of directors  changes.   The
following table sets forth the names of the Selling Shareholders  and
information  with respect to Common Stock that each of them  held  of
record  as of the date of this Prospectus and as adjusted to  reflect
the   sale  of  Common  Stock  pursuant  to  this  Prospectus.    All
information  with  respect to ownership has  been  furnished  by  the
respective Selling Shareholders.

<TABLE>
<CAPTION>
                                  
                                                           Common Stock Owned if all
                                       Shares to be    Shares Offered by this Prospectus
                          Amount of   Offered by this                are Sold
                        Common Stock     Prospectus                         Percentage
Name                  Currently Owned                  Number of Shares    Outstanding

<S>                         <C>            <C>             <C>                     <C>
R. D. Woofter               10,418         525              9,893                  *
R. Denny Alexander           1,025         525                500                  *
Cass O. Edwards, II          7,904         525              7,379                  *
John A. Fanning                925         525                400                  *
Sidney M. Gutierrez            525         525                  0                  *
Harris L. Kempner, Jr.         725         525                200                  *
Dwight R. Spurlock           2,109         525              1,584                  *
Dennis H. Withers            1,025         525                500                  *
    TOTAL                   24,559       4,200             20,359                  *
_______________
<F1>
*  Less than 1%.
</TABLE>
                                 -3-

<PAGE>

                           MANNER OF SALE
                                  
    Sales  of Common Stock covered by this Prospectus by the  Selling
Shareholders  may be made from time to time on one or more  exchanges
or  in  the over-the-counter market, or otherwise, at prices  and  on
terms then prevailing or at prices related to the then current market
price, or in negotiated transactions.  The shares may be sold by  one
or  more  of  the following: (a) block trade in which the  broker  or
dealer  so engaged will attempt to sell the shares as agent  but  may
position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its own account pursuant to  this
Prospectus; (c) an exchange distribution in accordance with the rules
of   such   exchange;   (d)  ordinary  brokerage   transactions   and
transactions  in  which  the broker solicits purchasers;  and  (e)  a
combination of any such methods of sale.  In effecting sales, brokers
or  dealers engaged by the Selling Shareholders may arrange for other
brokers  or  dealers to participate.  Brokers or dealers may  receive
commissions or discounts from Selling Shareholders or from purchasers
in  amounts  to  be negotiated immediately prior to the  sale.   Such
brokers or dealers and any other participating brokers or dealers may
be  deemed  to be "underwriters" within the meaning of the Securities
Act in connection with such sales.

    In  addition,  any  securities covered by  this  Prospectus  that
qualify  for  sale pursuant to Rule 144 may be sold  under  Rule  144
rather than pursuant to this Prospectus.


                              EXPERTS

   The consolidated financial statements of TNP Enterprises, Inc. and
subsidiaries as of December 31, 1994 and 1993, and for  each  of  the
years  in  the three-year period ended December 31, 1994,  have  been
incorporated by reference herein and in the registration statement in
reliance  upon  the  report  of KPMG Peat  Marwick  LLP,  independent
certified  public accountants, incorporated by reference herein,  and
upon  the  authority  of  such  firm as  experts  in  accounting  and
auditing.

    The  report  of KPMG Peat Marwick LLP covering the  December  31,
1994,  consolidated  financial  statements  contains  an  explanatory
paragraph  that states that uncertainties exist with respect  to  the
regulatory  treatment of the income tax benefits  of  the  regulatory
disallowances   recognized  in  1994.   The  consolidated   financial
statements do not include any adjustments that might result from  the
outcome  of  that uncertainty.  The report also refers to changes  in
the  methods  of  accounting  for  income  taxes  and  postretirement
benefits other than pensions in 1993.


                DOCUMENTS INCORPORATED BY REFERENCE

    All  documents  that the Company files with the SEC  pursuant  to
Sections  13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent
to the date of this Prospectus and before termination of the offering
pursuant  to  this  Prospectus  are  deemed  to  be  incorporated  by
reference  in and to be a part of this Prospectus from  the  date  of
filing such documents.

    The  following documents are incorporated in this  Prospectus  by
reference:

    1.    The  Company's  latest annual report  on  Form  10-K  filed
pursuant to Sections 13(a) or 15(d) of the Exchange Act;

                                  -4-
<PAGE>

    2.    All  other reports that the Company has filed  pursuant  to
Sections  13(a)  or 15(d) of the Exchange Act since the  end  of  the
fiscal  year covered by the Company's latest annual report  described
in 1. above; and

     3.   The descriptions of the Company's Common Stock set forth in
the  Company's   registration statement on Form 8-B, file  number  1-
8847,  filed pursuant to Section 12 of the Exchange Act and effective
February 1, 1985, as well as the Company's registration statement  on
Form S-3, file number 33-53918, under the heading "Description of the
Common  Stock," and any reports or amendments to the foregoing  filed
with the SEC for the purpose of updating such descriptions.

                                -5-
<PAGE>


                              PART  II

Item 3.  Incorporation of Documents by Reference

  All  documents that TNP Enterprises, Inc. (the "Registrant") files
with  the  Securities and Exchange Commission pursuant  to  Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of  1934,
subsequent to the date of this registration statement and before the
Registrant  files  a  posteffective amendment  indicating  that  all
securities  offered  pursuant to the TNP  Enterprises,  Inc.  Equity
Incentive  Plan  and the TNP Enterprises, Inc. Nonemployee  Director
Stock  Plan (the "Plans") have been awarded or sold or deregistering
all securities then remaining unawarded or unsold shall be deemed to
be   incorporated  by  reference  in  and  to  be  a  part  of  this
registration statement from the date of filing such documents.

  The  following  documents are incorporated  in  this  registration
statement by reference:

  1.     The  Registrant's latest annual report  filed  pursuant  to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

  2.    All other reports that the Registrant has filed pursuant  to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the fiscal year covered by the Registrant's latest annual
report described in 1. above; and

  3.     The descriptions of the Registrant's common stock set forth
in  the Registrant's registration statement on Form 8-B, file number
1-8847, filed pursuant to Section 12 of the Securities Exchange  Act
of  1934 and effective February 1, 1985, as well as the Registrant's
registration statement on Form S-3, file number 33-53918, under  the
heading  "Description  of  the Common Stock,"  and  any  reports  or
amendments  to the foregoing filed with the Securities and  Exchange
Commission for the purpose of updating such descriptions.

Item 4.  Description of Securities

 Inapplicable.

Item 5.  Interests of Named Experts and Counsel

 Inapplicable.

Item 6.  Indemnification  of  Directors  and  Officers

      Article  2.02-1  of the Texas Business Corporation  Act  is  a
comprehensive  provision  that  (i)  defines  the  power  of   Texas
corporations to indemnify their directors, officers, employees,  and
agents, (ii) identifies the standard of conduct that must be met  by
such  persons  in  order  to  be eligible for  permissive  corporate
indemnification and the circumstances under which indemnification by
the   corporation   otherwise  is  limited  or   prohibited,   (iii)
establishes  the  procedures to be followed by  the  corporation  in
determining  whether  a  person has met the  requisite  standard  of
conduct  and,  if  so,  whether and to what extent  the  corporation
should  provide  indemnification to such person, (iv)  provides  for
mandatory  indemnification of directors and officers who are  wholly
successful in defense of actions, unless the corporation's  articles
of incorporation limit or deny this right, (v) provides to directors
and   officers  the  ability  to  apply  to  a  court  of  competent
jurisdiction for indemnification, which may be granted if the  court
determines  such  director  or  officer  is  fairly  and  reasonably
entitled to indemnification (provided that such right may be limited
or  denied  by  the  corporation's 

                                -II 1-
<PAGE>

articles of incorporation),  (vi)
specifies  the circumstances under which a corporation  may  advance
expenses of defense incurred by a director, officer, or other person
serving  the  corporation  prior to the  final  disposition  of  the
proceeding,  (vii)  grants to corporations  the  power  to  purchase
director   and   officer  liability  insurance,  (viii)   authorizes
corporations, with shareholder approval, to implement self-insurance
arrangements for the benefit of directors, officers, employees,  and
agents,  whether  or not the corporation would  have  the  power  to
indemnify  such individuals under Article 2.02-1, and  (ix)  imposes
the  requirement that corporations notify their shareholders of  any
indemnification provided to directors.

      Officers  and  directors  of the  Registrant  are  covered  by
insurance   which  (with  certain  exceptions  and  within   certain
limitations) indemnifies them against losses and liabilities arising
from  any  alleged  "wrongful act" including any  alleged  error  or
misstatement or misleading statement or wrongful act or omission  or
neglect or breach of duty.

     The Registrant's bylaws provide:

     Indemnification.

       5.    The  Corporation shall indemnify any Director, officer,
       employee,  or  former Director, officer or  employee  of  the
       Corporation,   or   any  person  who  has   served   at   the
       Corporation's request as a Director, officer or  employee  of
       another  Corporation in which the Corporation owns shares  of
       stock  or of which it is a creditor against expenses actually
       and  necessarily  incurred by him  and  any  amount  paid  in
       satisfaction of judgments in connection with any action, suit
       or proceeding, whether civil or criminal, in which he is made
       a  party because of his service to the Corporation in one  of
       the above capacities subject to the following provisions.

       6.    Before a person requesting indemnity shall be  entitled
       to  indemnity,  it shall have been determined in  the  manner
       provided in paragraph 7 that he:

         a.  conducted himself in good faith,

         b.  reasonably believed:

             (1)  his  conduct in his official capacity was  in  the
                  Corporation's best interest, or
             (2)  where  his  conduct  was  not  in  his
                  official capacity, that his conduct was not opposed  to
                  the  Corporation's best interest; and where a  criminal
                  proceeding is involved, he had no reasonable  cause  to
                  believe his conduct was unlawful.

       7.     For  a  person  to  be  eligible  for  indemnification,   a
       determination of such eligibility shall be made by one of the
       following means:

             a.     a majority vote of a quorum of Directors who are
                    not named parties in the proceeding at the time of vote,

             b.     where such a quorum cannot be obtained,  by  a
                    majority  vote  of a committee of the Board consisting  of
                    Directors  who  are not parties in the proceeding  at  the
                    time of the vote,

             c.     by special legal counsel selected in the manner
                    as required by Statute, or

             d.     by  a  vote of the shareholders which excludes
                    those  shares  held by Directors who are  parties  to  the
                    proceeding.

       8.    Reasonable  expenses  incurred by  a  person  eligible  for
       indemnification  may  be  reimbursed  in  advance  of   final
       disposition of the proceeding if:

                                    -II 2-
<PAGE>

             a.     the Corporation receives a written affirmation
                    by  the Director of his good faith belief that he has  met
                    the standard of conduct necessary for indemnification,

             b.     the Director provides a written obligation  to
                    repay  all  amounts paid or reimbursed if it is ultimately
                    determined  that  he is not eligible for  indemnification,
                    and

             c.     a determination of the facts known at the time
                    of  the  request for the advance reimbursement  would  not
                    preclude indemnification.

       9.    Where  eligibility has been determined,  a  person  may  be
       indemnified against judgments, penalties, fines, settlements,
       and  reasonable expenses actually incurred, provided that  if
       the proceeding is brought by or on behalf of the Corporation,
       the   indemnification  is  limited  to  reasonable   expenses
       actually incurred.

       10.  A person is not eligible for indemnification if:

              a.    the  person is found liable on  the  basis  of
                    personal   benefit  being  improperly  received   by   him
                    regardless  of  whether or not the benefit  resulted  form
                    action taken in the person's official capacity,

             b.     the person is found liable to the Corporation.

       11.   Such rights of indemnification and reimbursement  shall
       not  be  deemed exclusive of any other rights to  which  such
       Director,  officer,  or employee may be entitled  by  law  or
       under   any   bylaw,  vote  of  shareholders,  agreement   or
       otherwise.  The Corporation shall have the power to  purchase
       and  maintain insurance on behalf of any person who is or was
       a  Director, officer, employee or agent of the Corporation or
       is  or  was  serving at the request of the Corporation  as  a
       Director, officer, employee or agent of any other Corporation
       against  any  liability asserted against him and incurred  by
       him  in  any  such capacity or arising out of his  status  as
       such, whether or not the Corporation would have the power  to
       indemnify  him against such liability under the provision  of
       this section.

Item 7.  Exemption from Registration Claimed

 Inapplicable.

Item 8.  Exhibits

  The  exhibits denoted by * below are filed with this  registration
statement.  The  other exhibits listed below were  filed  previously
with the Securities and Exchange Commission and are incorporated  in
this  registration  statement  by reference  to  the  filings  noted
parenthetically.

Exhibit No.                     Exhibit

 4(a)   -  Articles  of  Incorporation  and  Amendments
           through March 6, 1984 (Exhibit 3(a), File No. 2-89800)
 4(b)   -  Amendment to Articles of Incorporation  filed
           September  25, 1984 (Exhibit 3(b) to Form  10-K  for  the
           year ended December 31, 1987)
 4(c)   -  Amendment to Articles of Incorporation  filed
           August  29, 1985 (Exhibit 3(a) to Form 10-K for the  year
           ended December 31, 1985)

                                 -II 3-
<PAGE>

 4(d)    -  Amendment to Articles of Incorporation  filed
            June  2,  1986  (Exhibit 3(a) to Form 10-K for  the  year
            ended December 31, 1986)
 4(e)    -  Amendment to Articles of Incorporation  filed
            May  10,  1988  (Exhibit 3(e) to Form 10-K for  the  year
            ended December 31, 1988)
 4(f)    -  Amendment to Articles of Incorporation  filed
            May  10,  1988  (Exhibit 3(f) to Form 10-K for  the  year
            ended December 31, 1988)
 4(g)    -  Amendment to Articles of Incorporation  filed
            December  27,  1988 (Exhibit 3(g) to Form  10-K  for  the
            year ended December 31, 1988)
 4(h)    -  Bylaws of the Registrant, as amended November
            15,  1994  (Exhibit 3(h) to Form 10-K for the year  ended
            December 31, 1994)
 4(i)*   -  TNP  Enterprises, Inc. Equity  Incentive
            Plan
 4(j)*   -  TNP   Enterprises,  Inc.   Nonemployee
            Director Stock Plan
 5*      -  Opinion of Michael D. Blanchard, Esq.
23(a)*   -  Consent of KPMG Peat Marwick LLP
23(b)*   -  Consent  of Michael D.  Blanchard,  Esq.
            (included in Exhibit 5)
24*      -  Power of Attorney (set forth on page II-6  of
            this registration statement)

Item 9.  Undertakings

 The undersigned Registrant hereby undertakes:

  (1)  To file, during any period in which offers or sales are being
made, a posteffective amendment to this registration statement:  (i)
to  include  any  prospectus required by  Section  10(a)(3)  of  the
Securities Act of 1933; (ii) to reflect in the prospectus any  facts
or  events  arising  after the effective date  of  the  registration
statement (or the most recent posteffective amendment thereof) that,
individually or in the aggregate, represent a fundamental change  in
the  information set forth in the registration statement; and  (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 clauses (1)(i) and  (1)(ii)  do
not  apply  if the registration statement is on Form S-3, Form  S-8,
and  the  information  required to be included  in  a  posteffective
amendment by those clauses is contained in periodic reports filed 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 posteffective 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  posteffective
amendment any of the securities being registered that remain  unsold
at the termination of the offering; and

  (4)  that,  for  purposes of determining any liability  under  the
Securities  Act  of  1933,  each filing of the  Registrant's  annual
report  pursuant  to  Sections 13(a)  or  15(d)  of  the  Securities
Exchange  Act  of  1934 that is incorporated by  reference  in  this
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; and

  (5)  to  deliver or cause to be delivered with the prospectus,  to
each  person  to  whom the prospectus is sent or given,  the  latest
annual  report to security holders that is incorporated by reference
in  the  prospectus  and  furnished  pursuant  to  and  meeting  the
requirements  of  Rule  14a-3  or Rule 14c-3  under  the  Securities
Exchange  Act  of  1934;  and, where interim  financial  information

                              -II 4-
<PAGE>

required to be presented by Article 3 of Regulation S-X is  not  set
forth  in  the  prospectus, to deliver, or cause to be delivered  to
each  person  to  whom the prospectus is sent or given,  the  latest
quarterly  report that is specifically incorporated by reference  in
the prospectus to provide such interim financial information.

  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  provisions
described  in  Item 6 of this registration statement, or  otherwise,
the  Registrant  has  been  advised  that  in  the  opinion  of  the
Securities  and Exchange Commission such indemnification is  against
public  policy as expressed in the Securities Act of  1933  and  is,
therefore,  unenforceable.  If a claim for  indemnification  against
such  liabilities  (other  than the payment  by  the  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
Securities  Act  of  1933  and  will  be  governed  by   the   final
adjudication of such issue.

                                -II 5-
<PAGE>


                              SIGNATURES

      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 Fort Worth, State of Texas, on this
27th day of April, 1995.
                                  TNP ENTERPRISES, INC.
                                  By: \s\ Kevern R. Joyce
                                      KEVERN R. JOYCE, President & 
                                        Chief Executive Officer
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 33441}]
{"company-data": {"conformed-name": "TNP ENTERPRISES INC", "cik": "0000741612", "assigned-sic": "4911", "irs-number": "751907501", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58897", "film-number": "95532485"}, "business-address": {"street1": "4100 INTERNATIONAL PLZ", "street2": "PO BOX 2943", "city": "FORT WORTH", "state": "TX", "zip": "76113", "phone": "8177310099"}}
As  filed with the Securities and Exchange Commission on  April 28, 1995

                                      Registration No. 33-_____

            SECURITIES  AND  EXCHANGE  COMMISSION
                   WASHINGTON, D.C.  20549
                     ____________________

                          FORM  S-8

                 REGISTRATION STATEMENT UNDER
                  THE SECURITIES ACT OF 1933
                     ____________________

                    TNP ENTERPRISES, INC.
 (Exact  Name  of Registrant as  Specified  in  its  Charter)

            Texas                           75-1907501
   (State or other jurisdiction          (I.R.S. Employer
 of incorporation or organization)      Identification No.)

              4100 International Plaza, Tower II
                   Fort Worth, Texas  76109
               (Address of Principal Executive Offices)

         TNP ENTERPRISES, INC. EQUITY INCENTIVE PLAN
                             and
    TNP ENTERPRISES, INC. NONEMPLOYEE DIRECTOR STOCK PLAN
                  (Full Title of the Plans)
                     ____________________

                     Michael D. Blanchard
                        General Counsel
                     TNP Enterprises, Inc.
              4100 International Plaza, Tower II
                   Fort Worth, Texas  76109
                        (817) 731-0099
                               
            (Name and Address of Agent for Service)
            (Telephone Number, including area code)
                     ____________________

                  CALCULATION  OF  REGISTRATION  FEE
Proposed Maximum    Proposed Maximum
Title of Securities     Amount to          Offering Price     Aggregate Offering      Amount of
to be Registered      be Registered         Per Share(2)           Price(2)       Registration Fee
Common Stock,
no par value            330,000               $15.875             $5,238,750          $1,806.47
(1)  The  securities to be registered are expected  to  be  awarded
beginning April 28, 1995, effective January 1, 1995.
(2) Offering price is based on the average high and low prices for one
share of TNP Enterprises, Inc. common stock as reported on the  New
York Stock Exchange on April 24, 1995, pursuant to Rule 457(c)  and
(h)(1).
PROSPECTUS

                       TNP ENTERPRISES, INC.

                     30,000 SHARES COMMON STOCK
                           (No Par Value)

                       ISSUED PURSUANT TO THE

       TNP ENTERPRISES, INC. NONEMPLOYEE DIRECTOR STOCK PLAN

    This Prospectus relates to 30,000 shares of common stock, no  par
value ("Common Stock") of TNP Enterprises, Inc. (the "Company") to be
offered  for the accounts of the Selling Shareholders (as defined  in
this  Prospectus under "Selling Shareholders").  The Common Stock  to
which  this  Prospectus relates was or will be issued to  nonemployee
directors  of the Company under the TNP Enterprises, Inc. Nonemployee
Director  Stock Plan (the "Plan").  The Company will not receive  any
proceeds from sales of Common Stock by the Selling Shareholders.  The
Selling  Shareholders may offer to sell the Common Stock  covered  by
this  Prospectus  from time to time at prices  and  upon  terms  then
obtainable   on   the   New  York  Stock  Exchange,   in   negotiated
transactions, by underwriters pursuant to an underwriting  agreement,
in  a  combination  of any such methods of sale, or  otherwise.   The
Selling  Shareholders and any broker-dealers (including underwriters)
who  participate in sales of Common Stock covered by this  Prospectus
may  be deemed to be statutory underwriters within the meaning of the
Securities  Act  of  1933,  as amended (the  "Securities  Act").  The
following  may be deemed to be underwriting discounts and commissions
under  the  Securities Act:  (i) Commissions paid,  or  discounts  or
concessions   allowed,   to   any  such   broker-dealers   (including
underwriters)  by  any  person and (ii) if  any  such  broker-dealers
(including underwriters) purchases any Common Stock covered  by  this
Prospectus  as a principal, then any profits received from  reselling
such  Common Stock.  The Selling Shareholders or purchasers of Common
Stock  will  pay  all discounts, commissions, and  fees  incurred  in
selling  Common  Stock covered by this Prospectus,  except  that  the
Company will pay the expenses of registering or qualifying the Common
Stock  covered  by this Prospectus with the Securities  and  Exchange
Commission  (the "SEC") and under the blue sky laws of any applicable
jurisdiction.

   The Common Stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "TNP."  On April 25, 1995, the average high and  low
prices for one share of Common Stock on the NYSE was $15.875.
                        ____________________

      See "Experts" for certain considerations relevant to an investm
ent in the Common Stock.
                        ____________________

    THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED  BY  THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR   HAS  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR  ANY  STATE
SECURITIES  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY  OF  THIS
PROSPECTUS.   ANY  REPRESENTATION  TO  THE  CONTRARY  IS  A  CRIMINAL
OFFENSE.
                                  
The    date    of    this    Prospectus   is    April    28,    1995.
No  person has been authorized to give any information or to make
any  representations other than those contained in  this  Prospectus,
and,  if given or made, such information or representations must  not
be  relied upon as having been authorized. This Prospectus  does  not
constitute  an offer to sell or the solicitation of an offer  to  buy
any  securities other than the securities to which it relates or  any
offer  to sell or the solicitation of an offer to buy such securities
in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus nor any sale hereunder shall,
under  any circumstances, create any implication that there has  been
no  change in the Company's affairs since the date hereof or that the
information contained herein is correct as of any time subsequent  to
its date.
TABLE OF CONTENTS
AVAILABLE INFORMATION                                             2

THE COMPANY                                                       3

SELLING SHAREHOLDERS                                              3

MANNER OF SALE                                                    4

EXPERTS                                                           4

DOCUMENTS INCORPORATED BY REFERENCE                               4
AVAILABLE INFORMATION

    The  Company is subject to the informational requirements of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act").  In
accordance  with the Exchange Act, the Company files  reports,  proxy
statements, and other information with the SEC.  The Company has also
filed  with  the SEC a registration statement on Form S-8  under  the
Securities  Act  with  respect to the  Common  Stock  to  which  this
Prospectus  relates.  This Prospectus does not  contain  all  of  the
information set forth in the registration statement, certain parts of
which are omitted in accordance with the rules and regulations of the
SEC.    Statements  contained  in  this  Prospectus  concerning   the
provisions of any document are not necessarily complete and, in  each
instance, reference is hereby made to the copy of the document  filed
as an exhibit to the registration statement.

    The  reports,  proxy statements, and other information  that  the
Company  files with the SEC and the registration statement  described
above,  including its exhibits, can be inspected and  copied  at  the
SEC's  office at Room 1024, 450 Fifth Street, N.W., Washington,  D.C.
20549,  and  at  the SEC's regional offices at Room  1028,  Jacob  K.
Javits Federal Building, 75 Park Place, New York, New York 10007, and
Kluczynski  Federal  Building, 230 South  Dearborn  Street,  Chicago,
Illinois 60604.  Copies of such material can also be obtained by mail
at  prescribed rates from the SEC's Public Reference Section  at  its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.

    The  Common  Stock  is  listed on the NYSE,  and  reports,  proxy
statements, and other

                               -2-
information  concerning  the Company can also  be  inspected  at  the
offices of the NYSE at 20 Broad Street, New York, New York  10009.

    The  Company  will furnish without charge, upon written  or  oral
request, to each person, including any beneficial owner, to whom this
Prospectus is delivered, a copy of any and all information  that  has
been  incorporated in this Prospectus by reference.  Requests  should
be  directed  to  Investor  Relations, TNP  Enterprises,  Inc.,  4100
International  Plaza, Tower II, Fort Worth, Texas   76109,  telephone
number (817) 731-0099.

                             THE COMPANY

    The  Company  is a Texas corporation and a holding company  whose
principal  wholly owned subsidiary is Texas-New Mexico Power  Company
(the  "Utility").   The  Company  is  exempt  from  regulation  as  a
"registered  holding company" as that term is defined in  the  Public
Utility  Holding  Company  Act  of  1935.   The  Company's  principal
executive offices are located at 4100 International Plaza, Tower  II,
Fort Worth, Texas  76109, telephone number (817) 731-0099.

   The Utility is a public utility engaged in generating, purchasing,
transmitting, distributing, and selling electricity to  customers  in
Texas and New Mexico.

                        SELLING SHAREHOLDERS

    The shareholders whose shares of Common Stock are covered by this
Prospectus  ("Selling  Shareholders")  are  the  current  or   former
nonemployee directors of the Company from time to time who receive or
have  received  awards  of Common Stock pursuant  to  the  Plan.  The
persons who are the Selling Shareholders are expected to change  from
time  to  time  as  members of the board of directors  changes.   The
following table sets forth the names of the Selling Shareholders  and
information  with respect to Common Stock that each of them  held  of
record  as of the date of this Prospectus and as adjusted to  reflect
the   sale  of  Common  Stock  pursuant  to  this  Prospectus.    All
information  with  respect to ownership has  been  furnished  by  the
respective Selling Shareholders.
Common Stock Owned if all
                                       Shares to be    Shares Offered by this Prospectus
                          Amount of   Offered by this                are Sold
                        Common Stock     Prospectus                         Percentage
Name                  Currently Owned                  Number of Shares    Outstanding
R. D. Woofter               10,418         525              9,893                  *
R. Denny Alexander           1,025         525                500                  *
Cass O. Edwards, II          7,904         525              7,379                  *
John A. Fanning                925         525                400                  *
Sidney M. Gutierrez            525         525                  0                  *
Harris L. Kempner, Jr.         725         525                200                  *
Dwight R. Spurlock           2,109         525              1,584                  *
Dennis H. Withers            1,025         525                500                  *
    TOTAL                   24,559       4,200             20,359                  *
_______________
*  Less than 1%.
-3-
MANNER OF SALE
                                  
    Sales  of Common Stock covered by this Prospectus by the  Selling
Shareholders  may be made from time to time on one or more  exchanges
or  in  the over-the-counter market, or otherwise, at prices  and  on
terms then prevailing or at prices related to the then current market
price, or in negotiated transactions.  The shares may be sold by  one
or  more  of  the following: (a) block trade in which the  broker  or
dealer  so engaged will attempt to sell the shares as agent  but  may
position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its own account pursuant to  this
Prospectus; (c) an exchange distribution in accordance with the rules
of   such   exchange;   (d)  ordinary  brokerage   transactions   and
transactions  in  which  the broker solicits purchasers;  and  (e)  a
combination of any such methods of sale.  In effecting sales, brokers
or  dealers engaged by the Selling Shareholders may arrange for other
brokers  or  dealers to participate.  Brokers or dealers may  receive
commissions or discounts from Selling Shareholders or from purchasers
in  amounts  to  be negotiated immediately prior to the  sale.   Such
brokers or dealers and any other participating brokers or dealers may
be  deemed  to be "underwriters" within the meaning of the Securities
Act in connection with such sales.

    In  addition,  any  securities covered by  this  Prospectus  that
qualify  for  sale pursuant to Rule 144 may be sold  under  Rule  144
rather than pursuant to this Prospectus.

                              EXPERTS

   The consolidated financial statements of TNP Enterprises, Inc. and
subsidiaries as of December 31, 1994 and 1993, and for  each  of  the
years  in  the three-year period ended December 31, 1994,  have  been
incorporated by reference herein and in the registration statement in
reliance  upon  the  report  of KPMG Peat  Marwick  LLP,  independent
certified  public accountants, incorporated by reference herein,  and
upon  the  authority  of  such  firm as  experts  in  accounting  and
auditing.

    The  report  of KPMG Peat Marwick LLP covering the  December  31,
1994,  consolidated  financial  statements  contains  an  explanatory
paragraph  that states that uncertainties exist with respect  to  the
regulatory  treatment of the income tax benefits  of  the  regulatory
disallowances   recognized  in  1994.   The  consolidated   financial
statements do not include any adjustments that might result from  the
outcome  of  that uncertainty.  The report also refers to changes  in
the  methods  of  accounting  for  income  taxes  and  postretirement
benefits other than pensions in 1993.

                DOCUMENTS INCORPORATED BY REFERENCE

    All  documents  that the Company files with the SEC  pursuant  to
Sections  13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent
to the date of this Prospectus and before termination of the offering
pursuant  to  this  Prospectus  are  deemed  to  be  incorporated  by
reference  in and to be a part of this Prospectus from  the  date  of
filing such documents.

    The  following documents are incorporated in this  Prospectus  by
reference:

    1.    The  Company's  latest annual report  on  Form  10-K  filed
pursuant to Sections 13(a) or 15(d) of the Exchange Act;

                                  -4-
2.    All  other reports that the Company has filed  pursuant  to
Sections  13(a)  or 15(d) of the Exchange Act since the  end  of  the
fiscal  year covered by the Company's latest annual report  described
in 1. above; and

     3.   The descriptions of the Company's Common Stock set forth in
the  Company's   registration statement on Form 8-B, file  number  1-
8847,  filed pursuant to Section 12 of the Exchange Act and effective
February 1, 1985, as well as the Company's registration statement  on
Form S-3, file number 33-53918, under the heading "Description of the
Common  Stock," and any reports or amendments to the foregoing  filed
with the SEC for the purpose of updating such descriptions.

                                -5-
PART  II

Item 3.  Incorporation of Documents by Reference

  All  documents that TNP Enterprises, Inc. (the "Registrant") files
with  the  Securities and Exchange Commission pursuant  to  Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of  1934,
subsequent to the date of this registration statement and before the
Registrant  files  a  posteffective amendment  indicating  that  all
securities  offered  pursuant to the TNP  Enterprises,  Inc.  Equity
Incentive  Plan  and the TNP Enterprises, Inc. Nonemployee  Director
Stock  Plan (the "Plans") have been awarded or sold or deregistering
all securities then remaining unawarded or unsold shall be deemed to
be   incorporated  by  reference  in  and  to  be  a  part  of  this
registration statement from the date of filing such documents.

  The  following  documents are incorporated  in  this  registration
statement by reference:

  1.     The  Registrant's latest annual report  filed  pursuant  to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

  2.    All other reports that the Registrant has filed pursuant  to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the fiscal year covered by the Registrant's latest annual
report described in 1. above; and

  3.     The descriptions of the Registrant's common stock set forth
in  the Registrant's registration statement on Form 8-B, file number
1-8847, filed pursuant to Section 12 of the Securities Exchange  Act
of  1934 and effective February 1, 1985, as well as the Registrant's
registration statement on Form S-3, file number 33-53918, under  the
heading  "Description  of  the Common Stock,"  and  any  reports  or
amendments  to the foregoing filed with the Securities and  Exchange
Commission for the purpose of updating such descriptions.

Item 4.  Description of Securities

 Inapplicable.

Item 5.  Interests of Named Experts and Counsel

 Inapplicable.

Item 6.  Indemnification  of  Directors  and  Officers

      Article  2.02-1  of the Texas Business Corporation  Act  is  a
comprehensive  provision  that  (i)  defines  the  power  of   Texas
corporations to indemnify their directors, officers, employees,  and
agents, (ii) identifies the standard of conduct that must be met  by
such  persons  in  order  to  be eligible for  permissive  corporate
indemnification and the circumstances under which indemnification by
the   corporation   otherwise  is  limited  or   prohibited,   (iii)
establishes  the  procedures to be followed by  the  corporation  in
determining  whether  a  person has met the  requisite  standard  of
conduct  and,  if  so,  whether and to what extent  the  corporation
should  provide  indemnification to such person, (iv)  provides  for
mandatory  indemnification of directors and officers who are  wholly
successful in defense of actions, unless the corporation's  articles
of incorporation limit or deny this right, (v) provides to directors
and   officers  the  ability  to  apply  to  a  court  of  competent
jurisdiction for indemnification, which may be granted if the  court
determines  such  director  or  officer  is  fairly  and  reasonably
entitled to indemnification (provided that such right may be limited
or  denied  by  the  corporation's 

                                -II 1-
articles of incorporation),  (vi)
specifies  the circumstances under which a corporation  may  advance
expenses of defense incurred by a director, officer, or other person
serving  the  corporation  prior to the  final  disposition  of  the
proceeding,  (vii)  grants to corporations  the  power  to  purchase
director   and   officer  liability  insurance,  (viii)   authorizes
corporations, with shareholder approval, to implement self-insurance
arrangements for the benefit of directors, officers, employees,  and
agents,  whether  or not the corporation would  have  the  power  to
indemnify  such individuals under Article 2.02-1, and  (ix)  imposes
the  requirement that corporations notify their shareholders of  any
indemnification provided to directors.

      Officers  and  directors  of the  Registrant  are  covered  by
insurance   which  (with  certain  exceptions  and  within   certain
limitations) indemnifies them against losses and liabilities arising
from  any  alleged  "wrongful act" including any  alleged  error  or
misstatement or misleading statement or wrongful act or omission  or
neglect or breach of duty.

     The Registrant's bylaws provide:

     Indemnification.

       5.    The  Corporation shall indemnify any Director, officer,
       employee,  or  former Director, officer or  employee  of  the
       Corporation,   or   any  person  who  has   served   at   the
       Corporation's request as a Director, officer or  employee  of
       another  Corporation in which the Corporation owns shares  of
       stock  or of which it is a creditor against expenses actually
       and  necessarily  incurred by him  and  any  amount  paid  in
       satisfaction of judgments in connection with any action, suit
       or proceeding, whether civil or criminal, in which he is made
       a  party because of his service to the Corporation in one  of
       the above capacities subject to the following provisions.

       6.    Before a person requesting indemnity shall be  entitled
       to  indemnity,  it shall have been determined in  the  manner
       provided in paragraph 7 that he:

         a.  conducted himself in good faith,

         b.  reasonably believed:

             (1)  his  conduct in his official capacity was  in  the
                  Corporation's best interest, or
             (2)  where  his  conduct  was  not  in  his
                  official capacity, that his conduct was not opposed  to
                  the  Corporation's best interest; and where a  criminal
                  proceeding is involved, he had no reasonable  cause  to
                  believe his conduct was unlawful.

       7.     For  a  person  to  be  eligible  for  indemnification,   a
       determination of such eligibility shall be made by one of the
       following means:

             a.     a majority vote of a quorum of Directors who are
                    not named parties in the proceeding at the time of vote,

             b.     where such a quorum cannot be obtained,  by  a
                    majority  vote  of a committee of the Board consisting  of
                    Directors  who  are not parties in the proceeding  at  the
                    time of the vote,

             c.     by special legal counsel selected in the manner
                    as required by Statute, or

             d.     by  a  vote of the shareholders which excludes
                    those  shares  held by Directors who are  parties  to  the
                    proceeding.

       8.    Reasonable  expenses  incurred by  a  person  eligible  for
       indemnification  may  be  reimbursed  in  advance  of   final
       disposition of the proceeding if:

                                    -II 2-
a.     the Corporation receives a written affirmation
                    by  the Director of his good faith belief that he has  met
                    the standard of conduct necessary for indemnification,

             b.     the Director provides a written obligation  to
                    repay  all  amounts paid or reimbursed if it is ultimately
                    determined  that  he is not eligible for  indemnification,
                    and

             c.     a determination of the facts known at the time
                    of  the  request for the advance reimbursement  would  not
                    preclude indemnification.

       9.    Where  eligibility has been determined,  a  person  may  be
       indemnified against judgments, penalties, fines, settlements,
       and  reasonable expenses actually incurred, provided that  if
       the proceeding is brought by or on behalf of the Corporation,
       the   indemnification  is  limited  to  reasonable   expenses
       actually incurred.

       10.  A person is not eligible for indemnification if:

              a.    the  person is found liable on  the  basis  of
                    personal   benefit  being  improperly  received   by   him
                    regardless  of  whether or not the benefit  resulted  form
                    action taken in the person's official capacity,

             b.     the person is found liable to the Corporation.

       11.   Such rights of indemnification and reimbursement  shall
       not  be  deemed exclusive of any other rights to  which  such
       Director,  officer,  or employee may be entitled  by  law  or
       under   any   bylaw,  vote  of  shareholders,  agreement   or
       otherwise.  The Corporation shall have the power to  purchase
       and  maintain insurance on behalf of any person who is or was
       a  Director, officer, employee or agent of the Corporation or
       is  or  was  serving at the request of the Corporation  as  a
       Director, officer, employee or agent of any other Corporation
       against  any  liability asserted against him and incurred  by
       him  in  any  such capacity or arising out of his  status  as
       such, whether or not the Corporation would have the power  to
       indemnify  him against such liability under the provision  of
       this section.

Item 7.  Exemption from Registration Claimed

 Inapplicable.

Item 8.  Exhibits

  The  exhibits denoted by * below are filed with this  registration
statement.  The  other exhibits listed below were  filed  previously
with the Securities and Exchange Commission and are incorporated  in
this  registration  statement  by reference  to  the  filings  noted
parenthetically.

Exhibit No.                     Exhibit

 4(a)   -  Articles  of  Incorporation  and  Amendments
           through March 6, 1984 (Exhibit 3(a), File No. 2-89800)
 4(b)   -  Amendment to Articles of Incorporation  filed
           September  25, 1984 (Exhibit 3(b) to Form  10-K  for  the
           year ended December 31, 1987)
 4(c)   -  Amendment to Articles of Incorporation  filed
           August  29, 1985 (Exhibit 3(a) to Form 10-K for the  year
           ended December 31, 1985)

                                 -II 3-
4(d)    -  Amendment to Articles of Incorporation  filed
            June  2,  1986  (Exhibit 3(a) to Form 10-K for  the  year
            ended December 31, 1986)
 4(e)    -  Amendment to Articles of Incorporation  filed
            May  10,  1988  (Exhibit 3(e) to Form 10-K for  the  year
            ended December 31, 1988)
 4(f)    -  Amendment to Articles of Incorporation  filed
            May  10,  1988  (Exhibit 3(f) to Form 10-K for  the  year
            ended December 31, 1988)
 4(g)    -  Amendment to Articles of Incorporation  filed
            December  27,  1988 (Exhibit 3(g) to Form  10-K  for  the
            year ended December 31, 1988)
 4(h)    -  Bylaws of the Registrant, as amended November
            15,  1994  (Exhibit 3(h) to Form 10-K for the year  ended
            December 31, 1994)
 4(i)*   -  TNP  Enterprises, Inc. Equity  Incentive
            Plan
 4(j)*   -  TNP   Enterprises,  Inc.   Nonemployee
            Director Stock Plan
 5*      -  Opinion of Michael D. Blanchard, Esq.
23(a)*   -  Consent of KPMG Peat Marwick LLP
23(b)*   -  Consent  of Michael D.  Blanchard,  Esq.
            (included in Exhibit 5)
24*      -  Power of Attorney (set forth on page II-6  of
            this registration statement)

Item 9.  Undertakings

 The undersigned Registrant hereby undertakes:

  (1)  To file, during any period in which offers or sales are being
made, a posteffective amendment to this registration statement:  (i)
to  include  any  prospectus required by  Section  10(a)(3)  of  the
Securities Act of 1933; (ii) to reflect in the prospectus any  facts
or  events  arising  after the effective date  of  the  registration
statement (or the most recent posteffective amendment thereof) that,
individually or in the aggregate, represent a fundamental change  in
the  information set forth in the registration statement; and  (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 clauses (1)(i) and  (1)(ii)  do
not  apply  if the registration statement is on Form S-3, Form  S-8,
and  the  information  required to be included  in  a  posteffective
amendment by those clauses is contained in periodic reports filed 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 posteffective 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  posteffective
amendment any of the securities being registered that remain  unsold
at the termination of the offering; and

  (4)  that,  for  purposes of determining any liability  under  the
Securities  Act  of  1933,  each filing of the  Registrant's  annual
report  pursuant  to  Sections 13(a)  or  15(d)  of  the  Securities
Exchange  Act  of  1934 that is incorporated by  reference  in  this
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; and

  (5)  to  deliver or cause to be delivered with the prospectus,  to
each  person  to  whom the prospectus is sent or given,  the  latest
annual  report to security holders that is incorporated by reference
in  the  prospectus  and  furnished  pursuant  to  and  meeting  the
requirements  of  Rule  14a-3  or Rule 14c-3  under  the  Securities
Exchange  Act  of  1934;  and, where interim  financial  information

                              -II 4-
required to be presented by Article 3 of Regulation S-X is  not  set
forth  in  the  prospectus, to deliver, or cause to be delivered  to
each  person  to  whom the prospectus is sent or given,  the  latest
quarterly  report that is specifically incorporated by reference  in
the prospectus to provide such interim financial information.

  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  provisions
described  in  Item 6 of this registration statement, or  otherwise,
the  Registrant  has  been  advised  that  in  the  opinion  of  the
Securities  and Exchange Commission such indemnification is  against
public  policy as expressed in the Securities Act of  1933  and  is,
therefore,  unenforceable.  If a claim for  indemnification  against
such  liabilities  (other  than the payment  by  the  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
Securities  Act  of  1933  and  will  be  governed  by   the   final
adjudication of such issue.

                                -II 5-
SIGNATURES

      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 Fort Worth, State of Texas, on this
27th day of April, 1995.
                                  TNP ENTERPRISES, INC.
                                  By: \s\ Kevern R. Joyce
                                      KEVERN R. JOYCE, President & 
                                        Chief Executive Officer