Registration No.________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                      PUBLIC SERVICE COMPANY OF NEW MEXICO


                              New Mexico 85-0019030

                                 Alvarado Square
                          Albuquerqe, New Mexico 87158

                                 (505) 241-2700

                           FIRST RESTATED AND AMENDED
                      PUBLIC SERVICE COMPANY OF NEW MEXICO
                             PERFORMANCE STOCK PLAN

                                   MAX MAERKI
                Senior Vice President and Chief Financial Officer
                      PUBLIC SERVICE COMPANY OF NEW MEXICO
                                 Alvarado Square
                          Albuquerque, New Mexico 87158

                                 (505) 241-2700

                         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

                         CALCULATION OF REGISTRATION FEE

                                                         Proposed
     Title of                               Proposed      Maximum
   Securities                  Amount       Maximum      Aggregate   Amount of
        to be                  to be     Offering Price  Offering  Registration
   Registered                Registered   Per Share (1)  Price (1)     Fee

Common Stock
  $5.00 par value........ 3,000,000 Shares   $17.4375   $52,312,500  $18,038.79

(1)      Estimated  pursuant to Rule 457 solely for the  purpose of  calculating
         the  registration  fee on the basis of the average of high and low sale
         price of the  Registrant's  Common Stock on the New York Stock Exchange
         Composite Transaction Tape on April 30, 1996.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           Incorporation of Documents by Reference

                  The following  documents  previously filed with the Securities
and Exchange  Commission by the Company (File No.  1-6986) are  incorporated  by
reference in the Registration Statement:

                  1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, as filed on February 23, 1996 (the "1995 10-K Report").

                  2. The  Company's  Current  Report on Form 8-K dated March 13,
1996.

                  3. The description of the Company's  Common Stock contained in
a registration  statement  filed under the  Securities  Exchange Act of 1934, as
amended,  including  any  amendment  or report filed for the purpose of updating
such description.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended,  after
the  filing  date  of  the  1995  10-K  Report  and  prior  to the  filing  of a
post-effective  amendment  which indicates that all securities have been sold or
which  deregisters all securities then remaining  unsold,  shall 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.

ITEM 4.           Description of Securities.

                  Not Applicable

ITEM 5.           Interests of Named Experts and Counsel.

                  Not  Applicable.   It  is  currently   contemplated  that  the
securities will not be original  issuance  securities.  If that situation should
change, an appropriate opinion of counsel will be filed.

ITEM 6.           Indemnification of Directors and Officers.

                  Section 8 of Article II of the Company's  By-Laws contains the
following provisions with respect to indemnification of directors and officers.

                  Each  person who shall have served as a director or an officer
                  of the  Company,  or,  at the  request  of the  Company,  as a
                  director or an officer of any other  corporation,  partnership
                  or joint venture,  whether profit or not profit,  in which the
                  Company (a) owns shares of capital stock, (b) has an ownership
                  interest,  (c)  is  a  member,  or  (d)  is  a  creditor,  and
                  regardless  of whether  or not such  person is then in office,
                  and  the  heirs,   executors,   administrators   and  personal
                  representatives of any such person shall be indemnified by the
                  Company to the full extent of the  authority of the Company to
                  so indemnify as authorized by the law of New Mexico.



<PAGE>

                  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.  At the Company's 1987 Annual  Meeting of  Stockholders,
the stockholders  approved certain  agreements with the Company's  directors and
officers relating to indemnification of directors and officers.  Such agreements
have been entered into with each director and officer.  The  agreements  provide
for indemnification of directors and officers to the fullest extent permitted by
law,  including  advancement  of  litigation  expenses  where  appropriate.  The
agreements  provide for the  appointment  of a  reviewing  party by the Board of
Directors to make a determination  whether claimed  indemnification is permitted
under applicable law.

                  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 the  Company  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.

Exhibit No.                  Description

4.1                            Restated  Articles of Incorporation of the 
                               Company  as   amended   through   May  10,   1985
                               (incorporated  by reference  to Exhibit  4-(b) to
                               Registration   Statement   No.   2-99990  of  the
                               Company).

4.2                            Indenture  of  Mortgage  and Deed of Trust dated
                               as of June 1, 1974,  between  the Company and The
                               Bank of New York (formerly Irving Trust Company),
                               as Trustee,  together with the Ninth Supplemental
                               Indenture  dated  as  of  January  1,  1967,  the
                               Twelfth   Supplemental   Indenture  dated  as  of
                               September 15, 1971, the  Fourteenth  Supplemental
                               Indenture  dated as of December 1, 1974,  and the
                               Twenty-second  Supplemental Indenture dated as of
                               October  1,  1979   thereto   relating  to  First
                               Mortgage  Bonds of the Company  (incorporated  by
                               reference  to  Exhibit   4-(d)  to   Registration
                               Statement No. 2-99990 of the Company).

<PAGE>

4.3                            Portions   of   sixteen  supplemental indentures
                               to the  Indenture  of Mortgage  and Deed of Trust
                               dated as of June 1, 1947, between the Company and
                               The  Bank  of New  York  (formerly  Irving  Trust
                               Company), as Trustee, relevant to the declaration
                               or  payment of  dividends  or the making of other
                               distributions  on or the  purchase by the Company
                               of  shares   of  the   Company's   Common   Stock
                               (incorporated  by reference  to Exhibit  4-(e) to
                               Registration   Statement   No   2-99990   of  the
                               Company).

4.4                            U. S.  $100,000,000  Revolving  Credit Agreement
                               dated as of  December  14, 1993 among the Company
                               and  the  banks  and   co-agents   named  therein
                               (incorporated  by reference  to Exhibit  10.57 to
                               Annual Report of the  Registrant on Form 10-K for
                               fiscal year ended December 31, 1993).

4.4.1                          Amendment  No.  1,  dated  June 7,  1995  to the 
                               U. S.  $100,000,000  Revolving  Credit  Agreement
                               dated as of  December  14, 1993 among the Company
                               and  the  banks  and   co-agents   named  therein
                               (incorporated  by reference to Exhibit 10.57.1 to
                               the  Quarterly  Report of the  Registrant on Form
                               10-Q for the quarter ended June 30, 1995).

4.5                            Reimbursement Agreement, dated as of November 1,
                               1992 between Public Service Company of New Mexico
                               and Canadian Imperial Bank of Commerce,  New York
                               Agency  (incorporated by reference to Exhibit 4.5
                               to  Registration  Statement  No.  33-65418 of the
                               Company).

4.5.1                          Amendment  No. 1 dated as of July 1, 1994, to the
                               Reimbursement  Agreement  dated as of November 1,
                               1992 between Public Service Company of New Mexico
                               and Canadian Imperial Bank of Commerce,  New York
                               Agency  (incorporated  by  reference  to  Exhibit
                               10.60.1 to the Company's Quarterly Report on Form
                               10-Q for the quarter ended June 30, 1994).

4.5.2                          Amendment  No.  2 dated as of  October  1, 1995,
                               to  the  Reimbursement   Agreement  dated  as  of
                               November 1, 1992 between Public  Service  Company
                               of New Mexico and Canadian  Imperial of Commerce,
                               New York Agency  (incorporated  by  reference  to
                               Exhibit 10.60.2 to the Company's Quarterly Report
                               on Form 10-Q for the quarter ended  September 30,
                               1995).

23.1                           Consent of Arthur Andersen LLP

99.1                           First  Restated  and  Amended  Public  Service
                               Company of New Mexico Performance Stock Plan

<PAGE>

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 1993;

                           (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;

                           (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 (a)(1)(i) and (a)(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 by the  registrant
pursuant to Section 13 or Section 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) If the registrant is a foreign private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

                  (5) 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 Section 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  Securities  and
Exchange  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.


<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 Albuquerque,  State of New Mexico,  on May 06,
1996.
                                       PUBLIC SERVICE COMPANY OF NEW MEXICO

                                       By:   /s/  Benjamin F. Montoya
                                           ------------------------------
                                          (Benjamin F. Montoya, President
                                          and Chief Executive Officer)

 
                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement has been signed below by the following  persons in
the capacities and on the date indicated.  Each person whose  signature  appears
below hereby authorizes Benjamin F. Montoya,  Max Maerki, and Donna Burnett, and
each of them,  as  attorneys-in  fact,  to sign in his or her  name and  behalf,
individually and in each capacity  designated below, and to file any amendments,
including post-effective amendments, to this registration statement.

              Signature                    Capacity                   Date

        /s/B. F. Montoya         Principal Executive Officer      May 06, 1996
 -----------------------------
           B. F. Montoya                and Director
         President and Chief
           Executive Officer

        /s/M. H. Maerki           Principal Financial Officer     May 06, 1996
 -----------------------------   
           M. H. Maerki
       Senior Vice President
   and Chief Financial Officer

        /s/D. M. Burnett          Principal Accounting Officer    May 06, 1996
 -----------------------------  
          D. M. Burnett
       Corporate Controller
  and Chief Accounting Officer

       /s/J. T. Ackerman                   Director               May 06, 1996
 -----------------------------
         J. T. Ackerman

       /s/R. G. Armstrong                  Director               May 06, 1996
- ------------------------------
         R. G. Armstrong

        /s/J. A. Godwin                    Director               May 06, 1996
- -----------------------------                      
          J. A. Godwin

        /s/L. H. Lattman                   Director               May 06, 1996
- -----------------------------
          L. H. Lattman

      /s/M. Lujan, Jr.                     Director               May 06, 1996
- -----------------------------
        M. Lujan, Jr.

       /s/R. U. Ortiz                      Director               May 06, 1996
- -----------------------------
         R. U. Ortiz

        /s/R. M. Price                     Director               May 06, 1996
- -----------------------------   
          R. M. Price

        /s/P. F. Roth                      Director               May 06, 1996
- -----------------------------                 
          P. F. Roth

<PAGE>
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Registration No.________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                      PUBLIC SERVICE COMPANY OF NEW MEXICO

                              New Mexico 85-0019030

                                 Alvarado Square
                          Albuquerqe, New Mexico 87158

                                 (505) 241-2700

                           FIRST RESTATED AND AMENDED
                      PUBLIC SERVICE COMPANY OF NEW MEXICO
                             PERFORMANCE STOCK PLAN

                                   MAX MAERKI
                Senior Vice President and Chief Financial Officer
                      PUBLIC SERVICE COMPANY OF NEW MEXICO
                                 Alvarado Square
                          Albuquerque, New Mexico 87158

                                 (505) 241-2700

                         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

                         CALCULATION OF REGISTRATION FEE

                                                         Proposed
     Title of                               Proposed      Maximum
   Securities                  Amount       Maximum      Aggregate   Amount of
        to be                  to be     Offering Price  Offering  Registration
   Registered                Registered   Per Share (1)  Price (1)     Fee

Common Stock
  $5.00 par value........ 3,000,000 Shares   $17.4375   $52,312,500  $18,038.79

(1)      Estimated  pursuant to Rule 457 solely for the  purpose of  calculating
         the  registration  fee on the basis of the average of high and low sale
         price of the  Registrant's  Common Stock on the New York Stock Exchange
         Composite Transaction Tape on April 30, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           Incorporation of Documents by Reference

                  The following  documents  previously filed with the Securities
and Exchange  Commission by the Company (File No.  1-6986) are  incorporated  by
reference in the Registration Statement:

                  1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, as filed on February 23, 1996 (the "1995 10-K Report").

                  2. The  Company's  Current  Report on Form 8-K dated March 13,
1996.

                  3. The description of the Company's  Common Stock contained in
a registration  statement  filed under the  Securities  Exchange Act of 1934, as
amended,  including  any  amendment  or report filed for the purpose of updating
such description.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended,  after
the  filing  date  of  the  1995  10-K  Report  and  prior  to the  filing  of a
post-effective  amendment  which indicates that all securities have been sold or
which  deregisters all securities then remaining  unsold,  shall 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.

ITEM 4.           Description of Securities.

                  Not Applicable

ITEM 5.           Interests of Named Experts and Counsel.

                  Not  Applicable.   It  is  currently   contemplated  that  the
securities will not be original  issuance  securities.  If that situation should
change, an appropriate opinion of counsel will be filed.

ITEM 6.           Indemnification of Directors and Officers.

                  Section 8 of Article II of the Company's  By-Laws contains the
following provisions with respect to indemnification of directors and officers.

                  Each  person who shall have served as a director or an officer
                  of the  Company,  or,  at the  request  of the  Company,  as a
                  director or an officer of any other  corporation,  partnership
                  or joint venture,  whether profit or not profit,  in which the
                  Company (a) owns shares of capital stock, (b) has an ownership
                  interest,  (c)  is  a  member,  or  (d)  is  a  creditor,  and
                  regardless  of whether  or not such  person is then in office,
                  and  the  heirs,   executors,   administrators   and  personal
                  representatives of any such person shall be indemnified by the
                  Company to the full extent of the  authority of the Company to
                  so indemnify as authorized by the law of New Mexico.
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.  At the Company's 1987 Annual  Meeting of  Stockholders,
the stockholders  approved certain  agreements with the Company's  directors and
officers relating to indemnification of directors and officers.  Such agreements
have been entered into with each director and officer.  The  agreements  provide
for indemnification of directors and officers to the fullest extent permitted by
law,  including  advancement  of  litigation  expenses  where  appropriate.  The
agreements  provide for the  appointment  of a  reviewing  party by the Board of
Directors to make a determination  whether claimed  indemnification is permitted
under applicable law.

                  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 the  Company  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.

Exhibit No.                  Description

4.1                            Restated  Articles of Incorporation of the 
                               Company  as   amended   through   May  10,   1985
                               (incorporated  by reference  to Exhibit  4-(b) to
                               Registration   Statement   No.   2-99990  of  the
                               Company).

4.2                            Indenture  of  Mortgage  and Deed of Trust dated
                               as of June 1, 1974,  between  the Company and The
                               Bank of New York (formerly Irving Trust Company),
                               as Trustee,  together with the Ninth Supplemental
                               Indenture  dated  as  of  January  1,  1967,  the
                               Twelfth   Supplemental   Indenture  dated  as  of
                               September 15, 1971, the  Fourteenth  Supplemental
                               Indenture  dated as of December 1, 1974,  and the
                               Twenty-second  Supplemental Indenture dated as of
                               October  1,  1979   thereto   relating  to  First
                               Mortgage  Bonds of the Company  (incorporated  by
                               reference  to  Exhibit   4-(d)  to   Registration
                               Statement No. 2-99990 of the Company).
4.3                            Portions   of   sixteen  supplemental indentures
                               to the  Indenture  of Mortgage  and Deed of Trust
                               dated as of June 1, 1947, between the Company and
                               The  Bank  of New  York  (formerly  Irving  Trust
                               Company), as Trustee, relevant to the declaration
                               or  payment of  dividends  or the making of other
                               distributions  on or the  purchase by the Company
                               of  shares   of  the   Company's   Common   Stock
                               (incorporated  by reference  to Exhibit  4-(e) to
                               Registration   Statement   No   2-99990   of  the
                               Company).

4.4                            U. S.  $100,000,000  Revolving  Credit Agreement
                               dated as of  December  14, 1993 among the Company
                               and  the  banks  and   co-agents   named  therein
                               (incorporated  by reference  to Exhibit  10.57 to
                               Annual Report of the  Registrant on Form 10-K for
                               fiscal year ended December 31, 1993).

4.4.1                          Amendment  No.  1,  dated  June 7,  1995  to the 
                               U. S.  $100,000,000  Revolving  Credit  Agreement
                               dated as of  December  14, 1993 among the Company
                               and  the  banks  and   co-agents   named  therein
                               (incorporated  by reference to Exhibit 10.57.1 to
                               the  Quarterly  Report of the  Registrant on Form
                               10-Q for the quarter ended June 30, 1995).

4.5                            Reimbursement Agreement, dated as of November 1,
                               1992 between Public Service Company of New Mexico
                               and Canadian Imperial Bank of Commerce,  New York
                               Agency  (incorporated by reference to Exhibit 4.5
                               to  Registration  Statement  No.  33-65418 of the
                               Company).

4.5.1                          Amendment  No. 1 dated as of July 1, 1994, to the
                               Reimbursement  Agreement  dated as of November 1,
                               1992 between Public Service Company of New Mexico
                               and Canadian Imperial Bank of Commerce,  New York
                               Agency  (incorporated  by  reference  to  Exhibit
                               10.60.1 to the Company's Quarterly Report on Form
                               10-Q for the quarter ended June 30, 1994).

4.5.2                          Amendment  No.  2 dated as of  October  1, 1995,
                               to  the  Reimbursement   Agreement  dated  as  of
                               November 1, 1992 between Public  Service  Company
                               of New Mexico and Canadian  Imperial of Commerce,
                               New York Agency  (incorporated  by  reference  to
                               Exhibit 10.60.2 to the Company's Quarterly Report
                               on Form 10-Q for the quarter ended  September 30,
                               1995).

23.1                           Consent of Arthur Andersen LLP

99.1                           First  Restated  and  Amended  Public  Service
                               Company of New Mexico Performance Stock Plan
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 1993;

                           (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;

                           (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 (a)(1)(i) and (a)(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 by the  registrant
pursuant to Section 13 or Section 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) If the registrant is a foreign private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

                  (5) 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 Section 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  Securities  and
Exchange  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.
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 Albuquerque,  State of New Mexico,  on May 06,
1996.
                                       PUBLIC SERVICE COMPANY OF NEW MEXICO

                                       By:   /s/  Benjamin F. Montoya
                                           ------------------------------
                                          (Benjamin F. Montoya, President
                                          and Chief Executive Officer)

 
                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement has been signed below by the following  persons in
the capacities and on the date indicated.  Each person whose  signature  appears
below hereby authorizes Benjamin F. Montoya,  Max Maerki, and Donna Burnett, and
each of them,  as  attorneys-in  fact,  to sign in his or her  name and  behalf,
individually and in each capacity  designated below, and to file any amendments,
including post-effective amendments, to this registration statement.

              Signature                    Capacity                   Date

        /s/B. F. Montoya         Principal Executive Officer      May 06, 1996
 -----------------------------
           B. F. Montoya                and Director
         President and Chief
           Executive Officer

        /s/M. H. Maerki           Principal Financial Officer     May 06, 1996
 -----------------------------   
           M. H. Maerki
       Senior Vice President
   and Chief Financial Officer

        /s/D. M. Burnett          Principal Accounting Officer    May 06, 1996
 -----------------------------  
          D. M. Burnett
       Corporate Controller
  and Chief Accounting Officer

       /s/J. T. Ackerman                   Director               May 06, 1996
 -----------------------------
         J. T. Ackerman

       /s/R. G. Armstrong                  Director               May 06, 1996
- ------------------------------
         R. G. Armstrong

        /s/J. A. Godwin                    Director               May 06, 1996
- -----------------------------                      
          J. A. Godwin

        /s/L. H. Lattman                   Director               May 06, 1996
- -----------------------------
          L. H. Lattman

      /s/M. Lujan, Jr.                     Director               May 06, 1996
- -----------------------------
        M. Lujan, Jr.

       /s/R. U. Ortiz                      Director               May 06, 1996
- -----------------------------
         R. U. Ortiz

        /s/R. M. Price                     Director               May 06, 1996
- -----------------------------   
          R. M. Price

        /s/P. F. Roth                      Director               May 06, 1996
- -----------------------------                 
          P. F. Roth