As filed with the Securities and Exchange Commission on January 6, 1998. 

                                             Registration No. 333-_____
                                                                  
                                                                  
                                                                  
     

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                  ___________________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                         UNDER
                              THE SECURITIES ACT OF 1933
                                  ___________________

                             UNISOURCE ENERGY CORPORATION
                (Exact name of registrant as specified in its charter)
                                  ___________________

           Arizona                                            86-0786732
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

                                 220 West Sixth Street
                                 Tucson, Arizona 85701
                                    (520) 571-4000
                                                                      
                       ________________________________________
                       (Address of principal executive offices)

        UNISOURCE ENERGY CORPORATION 1994 OMNIBUS STOCK AND INCENTIVE PLAN
                               (Full title of the plan)

                           Dennis R. Nelson, General Counsel
                             UniSource Energy Corporation
                                 220 West Sixth Street
                                 Tucson, Arizona 85701
                                                                 
                        _______________________________________
                        (Name and address of agent for service)
Telephone number, including area code, of agent for service:  (520) 571-4000
                                  ___________________

<TABLE>

                           CALCULATION  OF REGISTRATION  FEE

<S>                       <C>              <C>              <C>             <C>
                                           Proposed         Proposed
                                           maximum          maximum
Title of                  Amount           offering         aggregate       Amount of
securities                to be            price            offering        registration
to be registered          registered       per unit         price           fee

Common Stock, no par      1,600,000(1)     $18.03125(2)     $28,850,000(2)  $8,511(2)
value                     shares


 (1)    This Registration Statement covers, in addition to the
        number of shares of Common Stock stated above, options and
        other rights to purchase or acquire the shares of Common
        Stock covered by the Prospectus and, pursuant to Rule
        416(c) under the Securities Act of 1933, an indeterminate
        number of shares which by reason of certain events
        specified in the UniSource Energy Corporation 1994 Omnibus
        Stock and Incentive Plan (formerly the Tucson Electric
        Power Company 1994 Omnibus Stock and Incentive Plan and
        referred to herein as the "Plan") may become subject to the
        Plan.

(2)     Pursuant to Rule 457(h), the maximum offering price, per
        share and in the aggregate, and the registration fee were
        calculated based upon the average of the high and low
        prices of the Common Stock on January 2, 1998 as reported
        on the New York Stock Exchange. 

</TABLE>

        The Exhibit Index for this Registration Statement is at
page S-3.

<PAGE>

                                        PART I

                              INFORMATION REQUIRED IN THE
                               SECTION 10(a) PROSPECTUS


             The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to optionees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). 
Such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.  These documents, which include the
statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.


<PAGE>

                                        PART II

                              INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT


ITEM 3.      INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

             The following documents filed with the Commission are
incorporated herein by reference: 

             (a)    Annual Report on Form 10-K filed on March 3, 1997
                    by Tucson Electric Power Company ("TEP"), as
                    predecessor to UniSource Energy Corporation, for
                    TEP's fiscal year ended December 31, 1996;

             (b)    Quarterly Reports on Forms 10-Q filed by TEP for
                    its quarterly periods ended March 31, 1997, June
                    30, 1997 and September 30, 1997; 

             (c)    Current Reports on Forms 8-K filed by TEP and dated
                    November 19, 1997, November 14, 1997, November 7,
                    1997, July 11, 1997, July 9, 1997, and June 26,
                    1997;

             (d)    Current Report on Form 8-K filed by UniSource
                    Energy Corporation (the "Company") and dated
                    January 6, 1998; and

             (e)    The description of the Company's Common Stock 
                    contained in the Company's Registration 
                    Statement on Form 8-A, filed with the Commission 
                    on December 23, 1997.

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

ITEM 4.      DESCRIPTION OF SECURITIES

             The Common Stock is registered pursuant to Section 12 of
the Exchange Act. Therefore, the description of the securities is
omitted.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

             The validity of the original issuance of Common Stock
registered hereby is passed on for the Company by Dennis R. Nelson. 
Mr. Nelson is the General Counsel of the Company and is compensated
as an employee of the Company.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

             Arizona corporate law generally authorizes, on a non-
exclusive basis, indemnification of officers and directors who have
acted or failed to act, in good faith, in a manner believed to be
in or not opposed to the best interest of the Company (with certain
limitations in the case of actions by or in the right of the
Company) and mandates such indemnification in the case of an
officer or director who is successful on the merits or otherwise in
defense of claims by reason of the fact or such status as an
officer or director.

             Article SIXTH of the Amended and Restated Articles of
Incorporation of the Company provides, in part, as follows:

                    (B)   No director of the Company shall be personally
       liable to the Company or its shareholders for money damages
       for any action taken or any failure to take any action as a
       Director; provided, however, that nothing herein shall be
       deemed to eliminate or limit any liability which may not be
       so eliminated or limited under the laws of the State of
       Arizona, as in effect at the effective date of this paragraph
       (B) of Article SIXTH or as thereafter amended.  No amendment,
       modification or repeal of this paragraph (B) shall eliminate
       or limit the protection afforded by this paragraph (B) to a
       director with respect to any act or omission occurring before
       the effective date thereof.

                    (C)   (1)   The Company shall, to the maximum extent
       permitted by applicable law, as from time to time in effect,
       indemnify any individual who is or was a party to or
       otherwise involved in (or threatened to be made a party to or
       otherwise involved in) any Proceeding (as hereinafter
       defined) because such individual is or was a director or
       officer of the Company, or, while a director or officer of
       the Company, is or was serving at the request of the Company
       as a director, officer, partner, trustee, employee or agent
       of another foreign or domestic corporation, partnership,
       joint venture, trust, employee benefit plan or other
       enterprise, against all Liability (as hereinafter defined)
       incurred by such individual in connection with such
       Proceeding.

                          As used in this paragraph (C) of Article SIXTH,
       (a) the term "Expenses" includes attorneys' fees and all
       other costs and expenses reasonably related to a Proceeding,
       (b) the term "Liability" means the obligation to pay a
       judgment, settlement, penalty or fine (including any excise
       tax assessed with respect to an employee benefit plan) and
       reasonable Expenses incurred with respect to a Proceeding,
       and includes without limitation obligations and Expenses that
       have not yet been paid but that have been or may be incurred,
       and (c) the term "Proceeding" means any threatened, pending
       or completed action, suit or proceeding, whether civil,
       criminal, administrative or investigative and whether formal
       or informal, including without limitation any action, suit or
       proceeding by or in the right of the Company and including,
       further, any appeal in connection with any such action, suit
       or proceeding.

                          (2)   The Company shall, to the maximum extent
       permitted by applicable law, pay any Expenses incurred by a
       director or officer of the Company in defending any such
       Proceeding in advance of the final disposition thereof upon
       receipt of any undertaking by or on behalf of such individual
       to repay such advances if it is ultimately determined that
       such individual did not meet any standard of conduct
       prescribed by applicable law and upon the satisfaction of
       such other conditions as may be imposed by applicable law.

                          (3)   The Company by resolution of the Board of
       Directors, may extend the benefits of this paragraph (C) of
       Article SIXTH to employees and agents of the Company (each
       individual entitled to benefits under this paragraph (C)
       being hereinafter sometimes called an "Indemnified Person").

                          (4)   All rights to indemnification and to the
       advancement of expenses granted under or pursuant to this
       paragraph (C) shall be deemed to arise out of a contract
       between the Company and each person who is an Indemnified
       Person at any time while this paragraph (C) is in effect any
       may be evidenced by a separate contract between the Company
       and each Indemnified Person; and such rights shall be
       effective in respect of all Proceedings commenced after the
       effective date of this paragraph (C), whether arising from
       acts or omissions occurring before or after such date.  No
       amendment, modification or repeal of this Article shall
       affect any rights or obligations theretofore existing.

                          (5)   The Company may purchase and maintain
       insurance on behalf of, or insure or cause to be insured, any
       individual who is an Indemnified Person against any Liability
       asserted against or incurred by him in any capacity in
       respect of which he is an Indemnified Person, or arising out
       of his status in such capacity, whether or not the Company
       would have the power to indemnify him against such liability
       under this Article.  The Company's indemnity of any
       individual who is an Indemnified Person shall be reduced by
       any amounts such individual may collect with respect to such
       liability (a) under any policy of insurance purchased and
       maintained on his behalf by the Company or (b) from any other
       entity or enterprise served by such individual.

                          (6)   The rights to indemnification and to the
       advancement of Expenses and all other benefits provided by,
       or granted pursuant to, this Article shall continue as to a
       person who has ceased to serve in the capacity in respect of
       which such person was an Indemnified Person and shall inure
       to the benefit of the heirs, executors and administrators of
       such person.

                          (7)   The Board of Directors shall have the
       power and authority to make, alter, amend and repeal such
       procedural rules and regulations relating to indemnification
       and the advancement of Expenses as it, in its discretion, may
       deem necessary or expedient in order to carry out the
       purposes of this Article, such rules and regulations, if any,
       to be set forth in the Bylaws of the Company or in a
       resolution of the Board of Directors.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

             Not applicable. 


ITEM 8.      EXHIBITS

             See the attached Exhibit Index on page S-3.

ITEM 9.      UNDERTAKINGS

       (a)   The undersigned registrant hereby undertakes: 

                    (1)   To file, during any period in which offers or
       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;

                                (ii)    To reflect in the prospectus any
                    facts or events arising after the effective date of
                    this 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
                    this Registration Statement; and

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

                    Provided, however, that paragraphs (a)(1)(i) and
       (a)(1)(ii) do not apply if the information required to be
       included in a post-effective amendment by those paragraphs is
       contained in periodic reports filed by the registrant with or
       furnished to the Commission pursuant to Section 13 or Section
       15(d) of the Exchange Act that are incorporated by reference
       in this Registration Statement;

                    (2)   That, for the purpose of determining any
       liability under the Securities Act, 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; and

                    (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.

       (b)   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.

       (h)   Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that 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 and will be governed by the final adjudication
of such issue. 

<PAGE>

                                      SIGNATURES

             The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tucson, State of Arizona, on
December 31, 1997.

                                UNISOURCE ENERGY CORPORATION


                                By:  /s/ Charles E. Bayless             
                                     Charles E. Bayless

                                Its:      Chairman, President and Chief
                                          Executive Officer


                                   POWER OF ATTORNEY

             Each person whose signature appears below constitutes and
appoints Charles E. Bayless and Dennis Nelson, or each of them
individually, his or her true and lawful attorney-in-fact and agent
with full powers of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them individually, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

             Pursuant to the requirements of the Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


<TABLE>

<S>                        <C>                           <C>

SIGNATURE                  TITLE                         DATE

/s/ Charles E. Bayless     Chairman, President and       December 31, 1997
Charles E. Bayless         Chief Executive Officer
                           (Principal Executive Officer)


/s/ Ira R. Adler           Senior Vice President and     December 31, 1997
Ira R. Adler               Chief Financial Officer
                           (Principal Financial Officer)


/s/ Karen G. Kissinger     Vice President and            December 31, 1997
Karen G. Kissinger         Controller


/s/ Elizabeth T. Bilby     Director                      December 31, 1997
Elizabeth T. Bilby


/s/ Jose L. Canchola       Director                      December 31, 1997
Jose L. Canchola


/s/ John L. Carter         Director                      December 31, 1997
John L. Carter


/s/ John A. Jeter          Director                      December 31, 1997
John A. Jeter


/s/ R.B. O'Rielly          Director                      December 31, 1997
R.B. (Buck) O'Rielly


/s/ Martha R. Seger, Ph.D  Director                      December 31, 1997
Martha R. Seger, Ph.D.


/s/ Donald G. Shropshire   Director                      December 31, 1997
Donald G. Shropshire


/s/ H. Wilson Sundt        Director                      December 31, 1997
H. Wilson Sundt

</TABLE>

<PAGE>

                                     EXHIBIT INDEX


Exhibit                                                                
Number                    Description                                        


4.1          Tucson Electric Power Company 1994 Omnibus 
             Stock and Incentive Plan.
             
4.2          Forms of Option Agreements.

4.3          Form of Restricted Stock Award Agreement.

4.4          Amendment to Tucson Electric Power Company 
             1994 Omnibus Stock and Incentive Plan.

4.5          Tucson Electric Power Company Stock Unit 
             Award Program.

4.6          Performance Share Award Agreement.

4.7          General Provisions Applicable to Performance 
             Share Awards Granted Under the Tucson Electric 
             Power Company 1994 Omnibus Stock and Incentive 
             Plan.

5.           Opinion of Counsel (opinion re legality).

15.          Letter re unaudited interim financial
             information.

23.1         Consent of Deloitte & Touche LLP (consent of 
             independent auditors).

23.2         Consent of Counsel (included in Exhibit 5).

24.          Power of Attorney (included in this
             Registration Statement under "Signatures").
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23742}]
{"company-data": {"conformed-name": "UNISOURCE ENERGY CORP", "cik": "0000941138", "assigned-sic": "4911", "irs-number": "860786732", "state-of-incorporation": "AZ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43767", "film-number": "98501598"}, "business-address": {"street1": "C/O NATIONAL CORPORATE RESEARCH", "street2": "225 WEST 34TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10122", "phone": "2129477200"}, "mail-address": {"street1": "C/O REID & PRIEST LLP", "street2": "40 W 57TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10019"}}
As filed with the Securities and Exchange Commission on January 6, 1998. 

                                             Registration No. 333-_____
                                                                  
                                                                  
                                                                  
     

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                  ___________________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                         UNDER
                              THE SECURITIES ACT OF 1933
                                  ___________________

                             UNISOURCE ENERGY CORPORATION
                (Exact name of registrant as specified in its charter)
                                  ___________________

           Arizona                                            86-0786732
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

                                 220 West Sixth Street
                                 Tucson, Arizona 85701
                                    (520) 571-4000
                                                                      
                       ________________________________________
                       (Address of principal executive offices)

        UNISOURCE ENERGY CORPORATION 1994 OMNIBUS STOCK AND INCENTIVE PLAN
                               (Full title of the plan)

                           Dennis R. Nelson, General Counsel
                             UniSource Energy Corporation
                                 220 West Sixth Street
                                 Tucson, Arizona 85701
                                                                 
                        _______________________________________
                        (Name and address of agent for service)
Telephone number, including area code, of agent for service:  (520) 571-4000
                                  ___________________

                           CALCULATION  OF REGISTRATION  FEE
Proposed         Proposed
                                           maximum          maximum
Title of                  Amount           offering         aggregate       Amount of
securities                to be            price            offering        registration
to be registered          registered       per unit         price           fee

Common Stock, no par      1,600,000(1)     $18.03125(2)     $28,850,000(2)  $8,511(2)
value                     shares

 (1)    This Registration Statement covers, in addition to the
        number of shares of Common Stock stated above, options and
        other rights to purchase or acquire the shares of Common
        Stock covered by the Prospectus and, pursuant to Rule
        416(c) under the Securities Act of 1933, an indeterminate
        number of shares which by reason of certain events
        specified in the UniSource Energy Corporation 1994 Omnibus
        Stock and Incentive Plan (formerly the Tucson Electric
        Power Company 1994 Omnibus Stock and Incentive Plan and
        referred to herein as the "Plan") may become subject to the
        Plan.

(2)     Pursuant to Rule 457(h), the maximum offering price, per
        share and in the aggregate, and the registration fee were
        calculated based upon the average of the high and low
        prices of the Common Stock on January 2, 1998 as reported
        on the New York Stock Exchange.
The Exhibit Index for this Registration Statement is at
page S-3.
PART I

                              INFORMATION REQUIRED IN THE
                               SECTION 10(a) PROSPECTUS

             The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to optionees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). 
Such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.  These documents, which include the
statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II

                              INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

             The following documents filed with the Commission are
incorporated herein by reference: 

             (a)    Annual Report on Form 10-K filed on March 3, 1997
                    by Tucson Electric Power Company ("TEP"), as
                    predecessor to UniSource Energy Corporation, for
                    TEP's fiscal year ended December 31, 1996;

             (b)    Quarterly Reports on Forms 10-Q filed by TEP for
                    its quarterly periods ended March 31, 1997, June
                    30, 1997 and September 30, 1997; 

             (c)    Current Reports on Forms 8-K filed by TEP and dated
                    November 19, 1997, November 14, 1997, November 7,
                    1997, July 11, 1997, July 9, 1997, and June 26,
                    1997;

             (d)    Current Report on Form 8-K filed by UniSource
                    Energy Corporation (the "Company") and dated
                    January 6, 1998; and

             (e)    The description of the Company's Common Stock 
                    contained in the Company's Registration 
                    Statement on Form 8-A, filed with the Commission 
                    on December 23, 1997.

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

ITEM 4.      DESCRIPTION OF SECURITIES

             The Common Stock is registered pursuant to Section 12 of
the Exchange Act. Therefore, the description of the securities is
omitted.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

             The validity of the original issuance of Common Stock
registered hereby is passed on for the Company by Dennis R. Nelson. 
Mr. Nelson is the General Counsel of the Company and is compensated
as an employee of the Company.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

             Arizona corporate law generally authorizes, on a non-
exclusive basis, indemnification of officers and directors who have
acted or failed to act, in good faith, in a manner believed to be
in or not opposed to the best interest of the Company (with certain
limitations in the case of actions by or in the right of the
Company) and mandates such indemnification in the case of an
officer or director who is successful on the merits or otherwise in
defense of claims by reason of the fact or such status as an
officer or director.

             Article SIXTH of the Amended and Restated Articles of
Incorporation of the Company provides, in part, as follows:

                    (B)   No director of the Company shall be personally
       liable to the Company or its shareholders for money damages
       for any action taken or any failure to take any action as a
       Director; provided, however, that nothing herein shall be
       deemed to eliminate or limit any liability which may not be
       so eliminated or limited under the laws of the State of
       Arizona, as in effect at the effective date of this paragraph
       (B) of Article SIXTH or as thereafter amended.  No amendment,
       modification or repeal of this paragraph (B) shall eliminate
       or limit the protection afforded by this paragraph (B) to a
       director with respect to any act or omission occurring before
       the effective date thereof.

                    (C)   (1)   The Company shall, to the maximum extent
       permitted by applicable law, as from time to time in effect,
       indemnify any individual who is or was a party to or
       otherwise involved in (or threatened to be made a party to or
       otherwise involved in) any Proceeding (as hereinafter
       defined) because such individual is or was a director or
       officer of the Company, or, while a director or officer of
       the Company, is or was serving at the request of the Company
       as a director, officer, partner, trustee, employee or agent
       of another foreign or domestic corporation, partnership,
       joint venture, trust, employee benefit plan or other
       enterprise, against all Liability (as hereinafter defined)
       incurred by such individual in connection with such
       Proceeding.

                          As used in this paragraph (C) of Article SIXTH,
       (a) the term "Expenses" includes attorneys' fees and all
       other costs and expenses reasonably related to a Proceeding,
       (b) the term "Liability" means the obligation to pay a
       judgment, settlement, penalty or fine (including any excise
       tax assessed with respect to an employee benefit plan) and
       reasonable Expenses incurred with respect to a Proceeding,
       and includes without limitation obligations and Expenses that
       have not yet been paid but that have been or may be incurred,
       and (c) the term "Proceeding" means any threatened, pending
       or completed action, suit or proceeding, whether civil,
       criminal, administrative or investigative and whether formal
       or informal, including without limitation any action, suit or
       proceeding by or in the right of the Company and including,
       further, any appeal in connection with any such action, suit
       or proceeding.

                          (2)   The Company shall, to the maximum extent
       permitted by applicable law, pay any Expenses incurred by a
       director or officer of the Company in defending any such
       Proceeding in advance of the final disposition thereof upon
       receipt of any undertaking by or on behalf of such individual
       to repay such advances if it is ultimately determined that
       such individual did not meet any standard of conduct
       prescribed by applicable law and upon the satisfaction of
       such other conditions as may be imposed by applicable law.

                          (3)   The Company by resolution of the Board of
       Directors, may extend the benefits of this paragraph (C) of
       Article SIXTH to employees and agents of the Company (each
       individual entitled to benefits under this paragraph (C)
       being hereinafter sometimes called an "Indemnified Person").

                          (4)   All rights to indemnification and to the
       advancement of expenses granted under or pursuant to this
       paragraph (C) shall be deemed to arise out of a contract
       between the Company and each person who is an Indemnified
       Person at any time while this paragraph (C) is in effect any
       may be evidenced by a separate contract between the Company
       and each Indemnified Person; and such rights shall be
       effective in respect of all Proceedings commenced after the
       effective date of this paragraph (C), whether arising from
       acts or omissions occurring before or after such date.  No
       amendment, modification or repeal of this Article shall
       affect any rights or obligations theretofore existing.

                          (5)   The Company may purchase and maintain
       insurance on behalf of, or insure or cause to be insured, any
       individual who is an Indemnified Person against any Liability
       asserted against or incurred by him in any capacity in
       respect of which he is an Indemnified Person, or arising out
       of his status in such capacity, whether or not the Company
       would have the power to indemnify him against such liability
       under this Article.  The Company's indemnity of any
       individual who is an Indemnified Person shall be reduced by
       any amounts such individual may collect with respect to such
       liability (a) under any policy of insurance purchased and
       maintained on his behalf by the Company or (b) from any other
       entity or enterprise served by such individual.

                          (6)   The rights to indemnification and to the
       advancement of Expenses and all other benefits provided by,
       or granted pursuant to, this Article shall continue as to a
       person who has ceased to serve in the capacity in respect of
       which such person was an Indemnified Person and shall inure
       to the benefit of the heirs, executors and administrators of
       such person.

                          (7)   The Board of Directors shall have the
       power and authority to make, alter, amend and repeal such
       procedural rules and regulations relating to indemnification
       and the advancement of Expenses as it, in its discretion, may
       deem necessary or expedient in order to carry out the
       purposes of this Article, such rules and regulations, if any,
       to be set forth in the Bylaws of the Company or in a
       resolution of the Board of Directors.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

             Not applicable. 

ITEM 8.      EXHIBITS

             See the attached Exhibit Index on page S-3.

ITEM 9.      UNDERTAKINGS

       (a)   The undersigned registrant hereby undertakes: 

                    (1)   To file, during any period in which offers or
       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;

                                (ii)    To reflect in the prospectus any
                    facts or events arising after the effective date of
                    this 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
                    this Registration Statement; and

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

                    Provided, however, that paragraphs (a)(1)(i) and
       (a)(1)(ii) do not apply if the information required to be
       included in a post-effective amendment by those paragraphs is
       contained in periodic reports filed by the registrant with or
       furnished to the Commission pursuant to Section 13 or Section
       15(d) of the Exchange Act that are incorporated by reference
       in this Registration Statement;

                    (2)   That, for the purpose of determining any
       liability under the Securities Act, 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; and

                    (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.

       (b)   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.

       (h)   Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that 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 and will be governed by the final adjudication
of such issue.
SIGNATURES

             The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tucson, State of Arizona, on
December 31, 1997.

                                UNISOURCE ENERGY CORPORATION

                                By:  /s/ Charles E. Bayless             
                                     Charles E. Bayless

                                Its:      Chairman, President and Chief
                                          Executive Officer

                                   POWER OF ATTORNEY

             Each person whose signature appears below constitutes and
appoints Charles E. Bayless and Dennis Nelson, or each of them
individually, his or her true and lawful attorney-in-fact and agent
with full powers of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them individually, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

             Pursuant to the requirements of the Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                  TITLE                         DATE

/s/ Charles E. Bayless     Chairman, President and       December 31, 1997
Charles E. Bayless         Chief Executive Officer
                           (Principal Executive Officer)

/s/ Ira R. Adler           Senior Vice President and     December 31, 1997
Ira R. Adler               Chief Financial Officer
                           (Principal Financial Officer)

/s/ Karen G. Kissinger     Vice President and            December 31, 1997
Karen G. Kissinger         Controller

/s/ Elizabeth T. Bilby     Director                      December 31, 1997
Elizabeth T. Bilby

/s/ Jose L. Canchola       Director                      December 31, 1997
Jose L. Canchola

/s/ John L. Carter         Director                      December 31, 1997
John L. Carter

/s/ John A. Jeter          Director                      December 31, 1997
John A. Jeter

/s/ R.B. O'Rielly          Director                      December 31, 1997
R.B. (Buck) O'Rielly

/s/ Martha R. Seger, Ph.D  Director                      December 31, 1997
Martha R. Seger, Ph.D.

/s/ Donald G. Shropshire   Director                      December 31, 1997
Donald G. Shropshire

/s/ H. Wilson Sundt        Director                      December 31, 1997
H. Wilson Sundt
EXHIBIT INDEX

Exhibit                                                                
Number                    Description                                        

4.1          Tucson Electric Power Company 1994 Omnibus 
             Stock and Incentive Plan.
             
4.2          Forms of Option Agreements.

4.3          Form of Restricted Stock Award Agreement.

4.4          Amendment to Tucson Electric Power Company 
             1994 Omnibus Stock and Incentive Plan.

4.5          Tucson Electric Power Company Stock Unit 
             Award Program.

4.6          Performance Share Award Agreement.

4.7          General Provisions Applicable to Performance 
             Share Awards Granted Under the Tucson Electric 
             Power Company 1994 Omnibus Stock and Incentive 
             Plan.

5.           Opinion of Counsel (opinion re legality).

15.          Letter re unaudited interim financial
             information.

23.1         Consent of Deloitte & Touche LLP (consent of 
             independent auditors).

23.2         Consent of Counsel (included in Exhibit 5).

24.          Power of Attorney (included in this
             Registration Statement under "Signatures").