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 MANAGEMENT AND DIRECTORS 
                    DEFERRED COMPENSATION 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 40,000(1)   $18.03125(2) $721,250(2)   $215(2)
value                shares       

<FN>

<F1>  This Registration Statement covers, in addition to the
      number of shares of Common Stock stated above, rights to
      acquire the shares of Common Stock covered by the
      Prospectus and, pursuant to Rule 416(c) under the
      Securities Act of 1933, an indeterminate amount of any
      interests in the UniSource Energy Corporation Management
      and Directors Deferred Compensation Plan (formerly the
      Tucson Electric Power Company Management and Directors
      Deferred Compensation Plan and referred to herein as the
      "Plan") that may constitute separate securities and of
      shares which by reason of certain events specified in the
      Plan may become subject to the Plan.

<F2>  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. 

</FN>
</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         December 31, 1997
Ira R. Adler              and Chief Financial Officer
                          (Principal Financial Officer)
      
/s/ Karen G. Kissinger    Vice President and Controller December 31, 1997
Karen G. Kissinger

/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>
<TABLE>
                           EXHIBIT INDEX

<S>        <C>
Exhibit                                                 
Number     Description                             


4.1        Tucson Electric Power Company Management
           and Directors Deferred Compensation 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").

</TABLE>
<PAGE>
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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 MANAGEMENT AND DIRECTORS 
                    DEFERRED COMPENSATION 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 40,000(1)   $18.03125(2) $721,250(2)   $215(2)
value                shares
This Registration Statement covers, in addition to the
      number of shares of Common Stock stated above, rights to
      acquire the shares of Common Stock covered by the
      Prospectus and, pursuant to Rule 416(c) under the
      Securities Act of 1933, an indeterminate amount of any
      interests in the UniSource Energy Corporation Management
      and Directors Deferred Compensation Plan (formerly the
      Tucson Electric Power Company Management and Directors
      Deferred Compensation Plan and referred to herein as the
      "Plan") that may constitute separate securities and of
      shares which by reason of certain events specified in the
      Plan may become subject to the Plan.
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         December 31, 1997
Ira R. Adler              and Chief Financial Officer
                          (Principal Financial Officer)
      
/s/ Karen G. Kissinger    Vice President and Controller December 31, 1997
Karen G. Kissinger

/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 Management
           and Directors Deferred Compensation 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").