As filed with the Securities and Exchange Commission on
               May 21, 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                                860786732
(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)
                     ___________________

                TUCSON ELECTRIC POWER COMPANY
        TRIPLE INVESTMENT PLAN FOR SALARIED EMPLOYEES
                  (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


<TABLE> 

<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,      1,000,000(1)   $16.3125(2)   $16,312,500(2)  $4,813(2)
no par value       shares      

Interests in           -             -               -             -
the Plan   


_________________

(1) This Registration Statement covers, in addition to the
    number of shares of Common Stock stated above, 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 and interests in the Tucson Electric Power
    Company Triple Investment Plan for Salaried Employees
    (the "Plan") which by reason of certain events
    specified in the Plan may become subject to the Plan and
    which may be offered or sold pursuant 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 May 14, 1998 as reported on
    the New York Stock Exchange and published in the Western
    Edition of The Wall Street Journal.

    The Exhibit Index for this Registration Statement is at
    page S-4.


</TABLE> 
<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 employees 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 by
UniSource Energy Corporation (the "Company") are incorporated
herein by reference:

  (a)  Annual Report on Form 10-K for the Company's fiscal
       year ended December 31, 1997, filed with the
       Commission on March 3, 1998, as amended March 6, 1998;

  (b)  Quarterly Report on Form 10-Q for the Company's fiscal
       quarter ended March 31, 1998, filed with the
       Commission on May 13, 1998; and

  (c)  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 and 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-4.


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 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; 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 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
  pursuant to Section 13 or Section 15(d) of the Securities
  Exchange Act that are incorporated by reference in the
  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 regis-
  tration 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 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.

  (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

       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 
May 8, 1998.

                     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         May 8, 1998
Charles E. Bayless       Chief Executive Officer 
                         (Principal Executive Officer)

/s/ Ira R. Adler         Senior Vice President and       May 8, 1998
Ira R. Adler             Chief Financial Officer
                         (Principal Financial Officer)

/s/ Karen G. Kissinger   Vice President and              May 8, 1998
Karen G. Kissinger       Controller  

/s/ Elizabeth T. Bilby   Director                        May 8, 1998
Elizabeth T. Bilby

/s/ Jose L.Canchola      Director                        May 8, 1998
Jose L. Canchola

/s/ John L. Carter       Director                        May 8, 1998
John L. Carter

/s/ John A. Jeter        Director                        May 8, 1998
John A. Jeter

/s/ R.B. O'Rielly        Director                        May 8, 1998
R.B. (Buck) O'Rielly

/s/ Martha R. Seger      Director                        May 8, 1998
Martha R. Seger, Ph.D.

/s/ Donald G. Shropshire Director                        May 8, 1998
Donald G. Shropshire

/s/ H. Wilson Sundt      Director                        May 8, 1998
H. Wilson Sundt



</TABLE>
<PAGE>


       THE PLAN.  Pursuant to the requirements of the
Securities Act of 1933, the Tucson Electric Power Company
Triple Investment Plan for Salaried Employees Committee has
duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Tucson, State of Arizona, on May 8,
1998.


                          TUCSON ELECTRIC POWER COMPANY
                          TRIPLE INVESTMENT PLAN FOR
                          SALARIED EMPLOYEES

                          By:  Tucson Electric Power Company
                               Triple Investment Plan for
                               Salaried Employees Committee



                          By:  /s/ Ira R. Adler 
                               Ira R. Adler 



                          By:  /s/ Gary L. Ellerd
                               Gary L. Ellerd



                          By:  /s/ George W. Miraben
                               George W. Miraben



                          By:  
                               James S. Pignatelli



<PAGE>


                        EXHIBIT INDEX


Exhibit
Number           Description
4.1      Tucson Electric Power Company Triple Investment Plan
         for Salaried Employees (composite plan document 
         incorporating plan amendments as specified therein).
4.2      Trust Agreement.
5.1      Opinion of Company Counsel (opinion re legality).
5.2      Opinion of O'Melveny & Myers LLP (ERISA opinion).
15.1     Price Waterhouse LLP letter re unaudited interim
         financial information.
15.2     Deloitte & Touche LLP letter re unaudited interim
         financial information.
23.1     Consent of Deloitte & Touche LLP (consent of
         independent auditors).
23.2     Consent of Counsel (included in Exhibits 5.1 
         and 5.2).
24.      Power of Attorney (included in this 
         Registration Statement under "Signatures").


<PAGE>
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{"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": "333-53333", "film-number": "98629938"}, "business-address": {"street1": "220 WEST SIXTH STREET", "street2": "P O BOX 711", "city": "TUCSON", "state": "AZ", "zip": "85702", "phone": "5205714000"}, "mail-address": {"street1": "220 WEST SIXTH STREET", "street2": "P O BOX 711", "city": "TUCSON", "state": "AZ", "zip": "85702"}}
As filed with the Securities and Exchange Commission on
               May 21, 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                                860786732
(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)
                     ___________________

                TUCSON ELECTRIC POWER COMPANY
        TRIPLE INVESTMENT PLAN FOR SALARIED EMPLOYEES
                  (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,      1,000,000(1)   $16.3125(2)   $16,312,500(2)  $4,813(2)
no par value       shares      

Interests in           -             -               -             -
the Plan   

_________________

(1) This Registration Statement covers, in addition to the
    number of shares of Common Stock stated above, 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 and interests in the Tucson Electric Power
    Company Triple Investment Plan for Salaried Employees
    (the "Plan") which by reason of certain events
    specified in the Plan may become subject to the Plan and
    which may be offered or sold pursuant 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 May 14, 1998 as reported on
    the New York Stock Exchange and published in the Western
    Edition of The Wall Street Journal.

    The Exhibit Index for this Registration Statement is at
    page S-4.
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 employees 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 by
UniSource Energy Corporation (the "Company") are incorporated
herein by reference:

  (a)  Annual Report on Form 10-K for the Company's fiscal
       year ended December 31, 1997, filed with the
       Commission on March 3, 1998, as amended March 6, 1998;

  (b)  Quarterly Report on Form 10-Q for the Company's fiscal
       quarter ended March 31, 1998, filed with the
       Commission on May 13, 1998; and

  (c)  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 and 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-4.

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 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; 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 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
  pursuant to Section 13 or Section 15(d) of the Securities
  Exchange Act that are incorporated by reference in the
  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 regis-
  tration 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 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.

  (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

       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 
May 8, 1998.

                     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         May 8, 1998
Charles E. Bayless       Chief Executive Officer 
                         (Principal Executive Officer)

/s/ Ira R. Adler         Senior Vice President and       May 8, 1998
Ira R. Adler             Chief Financial Officer
                         (Principal Financial Officer)

/s/ Karen G. Kissinger   Vice President and              May 8, 1998
Karen G. Kissinger       Controller  

/s/ Elizabeth T. Bilby   Director                        May 8, 1998
Elizabeth T. Bilby

/s/ Jose L.Canchola      Director                        May 8, 1998
Jose L. Canchola

/s/ John L. Carter       Director                        May 8, 1998
John L. Carter

/s/ John A. Jeter        Director                        May 8, 1998
John A. Jeter

/s/ R.B. O'Rielly        Director                        May 8, 1998
R.B. (Buck) O'Rielly

/s/ Martha R. Seger      Director                        May 8, 1998
Martha R. Seger, Ph.D.

/s/ Donald G. Shropshire Director                        May 8, 1998
Donald G. Shropshire

/s/ H. Wilson Sundt      Director                        May 8, 1998
H. Wilson Sundt
THE PLAN.  Pursuant to the requirements of the
Securities Act of 1933, the Tucson Electric Power Company
Triple Investment Plan for Salaried Employees Committee has
duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Tucson, State of Arizona, on May 8,
1998.

                          TUCSON ELECTRIC POWER COMPANY
                          TRIPLE INVESTMENT PLAN FOR
                          SALARIED EMPLOYEES

                          By:  Tucson Electric Power Company
                               Triple Investment Plan for
                               Salaried Employees Committee

                          By:  /s/ Ira R. Adler 
                               Ira R. Adler 

                          By:  /s/ Gary L. Ellerd
                               Gary L. Ellerd

                          By:  /s/ George W. Miraben
                               George W. Miraben

                          By:  
                               James S. Pignatelli
EXHIBIT INDEX

Exhibit
Number           Description
4.1      Tucson Electric Power Company Triple Investment Plan
         for Salaried Employees (composite plan document 
         incorporating plan amendments as specified therein).
4.2      Trust Agreement.
5.1      Opinion of Company Counsel (opinion re legality).
5.2      Opinion of O'Melveny & Myers LLP (ERISA opinion).
15.1     Price Waterhouse LLP letter re unaudited interim
         financial information.
15.2     Deloitte & Touche LLP letter re unaudited interim
         financial information.
23.1     Consent of Deloitte & Touche LLP (consent of
         independent auditors).
23.2     Consent of Counsel (included in Exhibits 5.1 
         and 5.2).
24.      Power of Attorney (included in this 
         Registration Statement under "Signatures").