TUCSON ELECTRIC POWER CO
U-3A-2, 1995-02-28
ELECTRIC SERVICES
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                     SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.

                                 FORM U-3A-2

                       STATEMENT BY HOLDING COMPANY
                         CLAIMING EXEMPTION UNDER
                     RULE U-3A-2 FROM THE PROVISIONS
                       OF THE PUBLIC UTILITY HOLDING
                           COMPANY ACT OF 1935

                   To be Filed Annually Prior to March 1

                       TUCSON ELECTRIC POWER COMPANY

hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of
the Public Utility Holding Company Act of 1935, and submits the following
information:

     1.  Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt wholesale
generator (EWG) or foreign utility company in which claimant directly or
indirectly holds an interest.
     (a)   Tucson Electric Power Company (the "Company" or "TEP"),

incorporated under the laws of the State of Arizona, is an operating public

utility engaged in the generation, purchase, transmission, distribution and

sale of electricity to retail customers in the City of Tucson, Arizona, and

the surrounding area and to wholesale customers.  The Company controls,

directly or indirectly, 50% or more of the "voting securities" of the

following subsidiaries:  Catalina Securities, Inc., Escavada Company, Gallo

Wash Development Company, Nations Energy Corporation, Palomas Securities

Inc., Pantano Securities Inc., Rincon Investing Company, Sabino Investing

Inc., San Carlos Resources Inc., Santa Clara Resources Inc., Santa Cruz

Resources Inc., Santa Rita Energy Inc., Santa Rita Jonesboro, Inc., Santa

Rita West Enfield, Inc., Santa Rosa Resources Inc., Sierrita Resources Inc.,

Sofar 1 Inc., Sofar 2 Inc., Sofar 3 Inc., Sofar 4 Inc., Tucson Resources

Inc., Tucsonel Inc., Valencia Energy Company, Picacho-Warner Center Inc.,

Brookland Financial Corporation, BFC Receivables Financing Corporation I, BFC

Receivables Financing Corporation II, BFC Receivables Financing Corporation

III and Irvine Portfolio Services Inc.

     The Company controls, directly or indirectly, less than 10% of the

"voting securities" of the following company:  None.

     (b)   Catalina Securities Inc., incorporated in the State of New York,

is a wholly-owned subsidiary of TRI (as hereinafter defined) and is presently

inactive.

     (c)   Escavada Company, incorporated under the laws of the State of

Arizona, is a wholly-owned subsidiary of the Company engaged in the business

of maintaining miscellaneous assets and property.

     (d)   Gallo Wash Development Company, incorporated in the State of

Arizona, is a wholly-owned subsidiary of Valencia Energy Company engaged in

the business of acquiring, retaining and disposing of certain rights related

to the development and operation of a coal mine at Gallo Wash, New Mexico.

The coal mine was transferred to Santa Fe Pacific Coal in 1991.

     (e)  Nations Energy Corporation, incorporated in the State of Arizona,

is a wholly-owned subsidiary of the Company (formerly known as Escalante

Resources Inc.) recently re-organized to develop and invest in independent

power projects, including QFs, EWGs and FUCOs, located in the United States

and abroad.

     (f)   Palomas Securities Inc., incorporated in the State of New York, is

a wholly-owned subsidiary of SRI (as hereinafter defined) and is presently

inactive.

     (g)   Pantano Securities Inc., incorporated in the State of New York, is

a wholly-owned subsidiary of SRI and is presently inactive.

     (h)   Rincon Investing Company, incorporated under the laws of the State

of Arizona, is a wholly-owned subsidiary of TRI and is presently inactive.

     (i)   Sabino Investing Inc., incorporated in the State of Delaware, is a

wholly-owned subsidiary of TRI which holds real estate.

     (j)   San Carlos Resources Inc. ("San Carlos"), incorporated in the

State of Arizona, is a wholly-owned subsidiary of the Company which holds

title to Unit No. 2 of the Springerville Generating Station, a generating

facility in commercial operation located in Apache County, Arizona, and is

the lessee, jointly and severally with the Company, of an undivided one-half

interest in all facilities and personal property used in common between Unit

No. 1 and Unit No. 2 of the Springerville Generating Station.

     (k)   Santa Clara Resources Inc., incorporated in the State of Delaware,

is a wholly-owned subsidiary of SRI and is presently inactive.

     (l)   Santa Cruz Resources Inc., incorporated in the State of Delaware,

is a wholly-owned subsidiary of SRI which holds an investment in a financial

service company.

     (m)   Santa Rita Energy Inc., incorporated in the State of Delaware, is

a wholly-owned subsidiary of Rincon Investing Company and is presently

inactive.

     (n)   Santa Rita Jonesboro, Inc., incorporated in the State of Delaware,

is a wholly-owned subsidiary of Santa Rita Energy Inc., and is presently

inactive.

     (o)   Santa Rita West Enfield, Inc., incorporated in the State of

Delaware, is a wholly-owned subsidiary of Santa Rita Energy Inc. and is

presently inactive.

     (p)   Santa Rosa Resources Inc., incorporated in the State of Arizona,

is one of the general partners in the Arizona partnership of Kingswood Parke

Associates formed for the limited purpose of purchasing real property for

development and is a wholly-owned subsidiary of SRI.

     (q)   Sierrita Resources Inc. ("SRI"), incorporated in the State of

Delaware, is a wholly-owned subsidiary of the Company which invests primarily

in financial assets.

     (r)   Sofar 1 Inc., incorporated in the State of Arizona, is a wholly-

owned subsidiary of Sabino Investing Inc. which holds an investment in a note

secured by real estate.

     (s)   Sofar 2 Inc., incorporated in the State of Arizona, is a wholly-

owned subsidiary of Sabino Investing Inc. and is currently winding up its

affairs as it sold its principal asset, a hotel located in Kentucky.

     (t)   Sofar 3 Inc., incorporated in the State of Arizona, is a wholly-

owned subsidiary of SRI and is presently inactive.

     (u)   Sofar 4 Inc., incorporated in the State of Arizona, is a wholly-

owned subsidiary of SRI and is presently inactive.

     (v)   Tucson Resources Inc. ("TRI"), incorporated under the laws of the

State of Delaware, is a wholly-owned subsidiary of the Company which invests

primarily in financial assets.

     (w)   Tucsonel Inc., incorporated in the State of Arizona, is a wholly-

owned subsidiary of the Company and is presently inactive.

     (x)   Valencia Energy Company ("Valencia"), incorporated under the laws

of the State of Arizona, is a wholly-owned subsidiary of the Company

responsible for the acquisition, transportation and handling of fuel for the

Springerville Generating Station.  Valencia has the exclusive right and

obligation to provide all of the fuel requirements of the Springerville

Generating Station.

     (y)   Picacho-Warner Center Inc., incorporated in the State of Arizona,

is a wholly-owned subsidiary of Santa Cruz Resources, Inc. and is currently

winding up its affairs as the sole general partner of Warner Center Hotel

Properties, a California limited partnership which recently sold its

principal asset, a hotel located in California.

     (z)  Brookland Financial Corporation, incorporated in the State of

California, is a wholly-owned subsidiary of Santa Cruz Resources Inc. which

financed automobile installment sales and leasing contracts.

     (aa)  BFC Receivables Financing Corporation I, incorporated in the State

of Delaware, is a wholly-owned subsidiary of Brookland Financial Corporation

and is a special purpose corporation organized to acquire and transfer

automobile receivables.



     (bb)  BFC Receivables Financing Corporation II, incorporated in the

State of Delaware, is a wholly-owned subsidiary of Sabino Investing Inc. and

is a special purpose corporation organized to acquire and transfer automobile

receivables.

     (cc)  BFC Receivables Financing Corporation III, incorporated in the State

of Delaware, is a wholly-owned subsidiary of SRI and is a special purpose

corporation organized to acquire and transfer automobile receivables.



     (dd) Irvine Portfolio Services Inc., incorporated in the State of

California, is a wholly-owned subsidiary of Brookland Financial Corporation

and is presently inactive.



     2.  A brief description of the properties of claimant and each of its

subsidiary public utility companies used for the generation, transmission and

distribution of electric energy for sale, or for the production, transmission

and distribution of natural or manufactured gas, indicating the location of

principal generating plants, transmission lines, producing fields, gas

manufacturing plants, and electric and gas distribution facilities, including

all such properties which are outside the State in which claimant and its

subsidiaries are organized and all transmission or pipelines which deliver or

receive electric energy or gas at the borders of such State.

     As of December 31, 1994, the Company owned or participated in an

overhead electric transmission and distribution system consisting of 511

circuit-miles of 500 kV lines, 1122 circuit-miles of 345 kV lines, 335

circuit-miles of 138 kV lines, 454 circuit-miles of 46 kV lines, and 8,947

circuit-miles of lower voltage primary lines.  The underground electric

distribution system comprised of 4,223 cable miles.  Approximately 25% of the

poles upon which the lower voltage lines are located are not owned by the

Company.  Electric substation capacity associated with the above-described

electric system consisted of 165 substations with a total installed

transformer capacity of 5,209,355 kVA.  The above facilities are all located

in Arizona except for certain transmission lines consisting of 559.55 circuit-

miles of 345 kV in which the Company has a fractional undivided interest

which are located in the State of New Mexico and deliver electric energy to

the Company's Arizona transmission lines at the Arizona-New Mexico border.

     Except as otherwise noted, the Company owns or leases interest in the

following generating stations:

                                            Net

                                          Capacity   Operating   TEP's Share
 Generating Source         Location          MW        Agent      %     MW

San Juan Station #1   Farmington, NM        316         PNM       50    158
San Juan Station #2   Farmington, NM        312         PNM       50    156
Navajo Station #1     Page, AZ              750         SRP        7.5   56
Navajo Station #2     Page, AZ              750         SRP        7.5   56
Navajo Station #3     Page, AZ              750         SRP        7.5   56
Four Corners
Station #4            Farmington, NM        784         APS        7     55
Four Corners
Station #5            Farmington, NM        784         APS        7     55
Irvington Station     Tucson, AZ            422         TEP      100    422
Internal Combustion
Turbines              Tucson, AZ            218         TEP      100    218
Springerville
Generating
Station #1            Springerville, AZ     360         TEP      100    360
Springerville
Generating
Station #2            Springerville, AZ     360         TEP      100    360

                                                               TOTAL  1,952
     The electric generating stations, the Company's general office building,

operating headquarters, the warehouse, service center, and the electric

distribution and electric transmission facilities owned by the Company are

located in Arizona, except as otherwise noted.  The Company, individually and

in conjunction with Public Service Company of New Mexico in connection with

the San Juan Station, has acquired easements and leases for transmission

lines and a water diversion facility located on the Navajo Indian

Reservation.  The Company has also acquired easements for transmission

facilities, related to the San Juan and Navajo Generating Stations, across

the Zuni, Navajo and Tohono O'Odham Indian Reservations.

     Various undivided interests in the common facilities at the Irvington

Generating Station which serve Unit 4 were sold and are leased back by the

Company.  The 50% undivided interest of San Carlos in the common facilities

at the Springerville Generating Station were sold by San Carlos and leased

back by the Company and San Carlos, jointly and severally.  The coal-handling

facilities at the Springerville Generating Station were sold and leased back

by Valencia.  Effective December 15, 1992, the Company assumed the obligation

of Century Power Corporation as Lessee under a sale and leaseback of

Springerville Unit 1 and an undivided 50% interest in the facilities common

to Unit 1 and Unit 2.

     San Carlos holds title to Springerville Unit 2 of the Springerville

Generating Station, together with the remaining undivided 50% interest in the

facilities common to Unit 1 and Unit 2.



     3.  The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:

     (a)  Number of kWh of electric energy sold (at retail or wholesale), and
     Mcf. of natural or manufactured gas distributed at retail.

                                 Electricity          Gas

     Tucson Electric            10,028,718,000       None
     Power Company

     San Carlos                      None            None
     Resources Inc.

     (b)  Number of kWh of electric energy and Mcf. of natural or
     manufactured gas distributed at retail outside the State in which each
     company is organized.

                                     None

     (c)  Number of kWh of electric energy and Mcf. of natural or
     manufactured gas sold at wholesale outside the State in which each such
     company is organized, or at the State line.

                                 Electricity          Gas

     Tucson Electric            1,798,418,000        None
     Power Company

     San Carlos                      None            None
     Resources Inc.

     d)  Number of kWh of electric energy and Mcf. of natural or manufactured
     gas purchased outside the State in which each such company is organized
     or at the State line.


                                 Electricity          Gas

     Tucson Electric              525,510,000        None
     Power Company

     San Carlos                      None            None
     Resources Inc.

4.   The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an
EWG or a foreign utility company, stating monetary amounts in United States
dollars:

     (a)  Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation, transmission
and distribution of electric energy for sale or for the distribution at
retail of natural or manufactured gas.

          Inapplicable.

     (b)  Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.

          Inapplicable; while Nations Energy Corporation, a wholly-owned
subsidiary of the Company, may acquire such interests in the future, none are
currently held.

     (c)  Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company
claiming exemption; and any debt or other financial obligation for which
there is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign utility
company.

          Inapplicable.

     (d)  Capitalization and earnings of the EWG or foreign utility company
during the reporting period.

          Inapplicable.

     (e)  Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s).

          Inapplicable.

                           EXHIBIT A

     A consolidating statement of income and surplus of the claimant and its
subsidiary companies for the last calendar year, together with a
consolidating balance sheet of claimant and its subsidiary companies as of
the close of such calendar year.

     Exhibit A, which is incorporated herein by reference, includes a
consolidating balance sheet and a consolidating statement of income (loss)
for the company and its majority-owned subsidiaries.

     This statement is being filed to claim exemption in the event that San
Carlos Resources Inc. is an "electric utility company" under the Act.
However, the filing of this statement is not an acknowledgment by TEP that
San Carlos Resources Inc. is an "electric utility company".

     The above-named claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 28th day of February, 1995.

                                 TUCSON ELECTRIC POWER COMPANY


                                 By KAREN G. KISSINGER
                                    Vice President & Controller

(Corporate Seal)

Attest:

_________________________

Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed: Dennis R. Nelson, Vice
President, General Counsel and Corporate Secretary, Tucson Electric Power
Company, 220 West Sixth Street, Tucson, Arizona  85701

<TABLE>
                                                         TUCSON ELECTRIC POWER COMPANY                                   EXHIBIT A
                                                          CONSOLIDATED BALANCE SHEETS
                                                               DECEMBER 31, 1994
                                                                 (in thousands)
<CAPTION>
                                              TUCSON                                                          RESTATED
                                             ELECTRIC      UTILITY    INVESTMENT   CONSOL.        1994         1993
                                             POWER CO.      SUBS *      SUBS **    ADJUST.       CONSOL.      CONSOL.***
                                            -----------   ---------   ----------  ----------   -----------   -----------
<S>                                         <C>           <C>         <C>         <C>          <C>           <C>
ASSETS

Utility Plant
  Plant in Service                          $2,049,817    $  3,306    $           $            $2,053,123    $2,004,112
  Utility Plant Under Capital Leases           703,880     189,184                                893,064       894,508
  Construction Work in Progress                 40,870                                             40,870        33,568
                                            -----------   ---------   ----------  ----------   -----------   -----------
    Total Utility Plant                      2,794,567     192,490                              2,987,057     2,932,188
  Less Accumulated Depreciation and
   Amortization                               (790,885)       (732)                              (791,617)     (727,101)
  Less Accumulated Amortization of
   Capital Leases                              (20,476)     (5,119)                               (25,595)      (12,634)
  Less Allowance for Springerville Unit 1     (162,423)                                          (162,423)     (162,689)
                                            -----------   ---------   ----------  ----------   -----------   -----------
    Total Utility Plant - Net                1,820,783     186,639                              2,007,422     2,029,764
                                            -----------   ---------   ----------  ----------   -----------   -----------

Investments
  Subsidiary and Other Investments               5,704         289                   (1,686) A      4,307         4,370
  Net Assets of Discontinued Operations                                   4,307       4,378  B      8,685        58,480
                                            -----------   ---------   ----------  ----------   -----------   -----------
    Total Investments                            5,704         289        4,307       2,692        12,992        62,850
                                            -----------   ---------   ----------  ----------   -----------   -----------

Current Assets
  Cash and Cash Equivalents                    233,266          34                                233,300       139,817
  Notes Receivable from Subsidiaries           114,200                             (114,200) C          -             -
  Accounts Receivable                           74,678      74,943                  (83,289) D     66,332        65,212
  Materials and Fuel                            29,542       6,567                                 36,109        36,312
  Deferred Income Tax - Current                  2,729      10,141                                 12,870         8,927
  Other                                         11,264          41                     (586) E     10,719        10,538
                                            -----------   ---------   ----------  ----------   -----------   -----------
    Total Current Assets                       465,679      91,726                 (198,075)      359,330       260,806
                                            -----------   ---------   ----------  ----------   -----------   -----------

Deferred Debits - Regulatory Assets
  Income Taxes Recoverable Through
   Future Rates                                143,372                                            143,372       149,508
  Deferred Common Facility Costs                65,843                                             65,843        68,383
  Deferred Springerville Unit 2 Costs           54,983                                             54,983        67,543
  Deferred Lease Expense                       (28,703)     53,931                                 25,228        32,602
  Deferred Fuel and Purchased Power Expense      5,872                                              5,872        13,231
  Other Deferred Regulatory Assets               5,502       3,860                                  9,362         8,165
Deferred Debits - Other                         14,046       3,486                                 17,532        21,244
                                            -----------   ---------   ----------  ----------   -----------   -----------
    Total Deferred Debits                      260,915      61,277                                322,192       360,676
                                            -----------   ---------   ----------  ----------   -----------   -----------
Total Assets                                $2,553,081    $339,931    $   4,307   $(195,383)   $2,701,936    $2,714,096
                                            ===========   =========   ==========  ==========   ===========   ===========
*   Utility Subs include Valencia Energy Co. and Escavada Co.
**  Investment Subs include Tucson Resources Inc. and Sierrita Resources Inc.
*** Restated to reflect certain reclassifications of assets and liabilities to conform to the December 31, 1994 presentation.
</TABLE>

<TABLE>
                                                         TUCSON ELECTRIC POWER COMPANY                                   EXHIBIT A
                                                          CONSOLIDATED BALANCE SHEETS
                                                               DECEMBER 31, 1994
                                                                 (in thousands)
<CAPTION>
                                                   TUCSON                                                     RESTATED
                                                  ELECTRIC     UTILITY   INVESTMENT   CONSOL.      1994         1993
                                                  POWER CO.     SUBS        SUBS      ADJUST.     CONSOL.    CONSOL.***
                                                 -----------  ---------  ---------- ----------  -----------  -----------
<S>                                              <C>          <C>        <C>        <C>         <C>          <C>
CAPITALIZATION AND OTHER LIABILITIES

Capitalization
  Common Stock                                   $  645,479   $      2   $       2  $      (4)  $  645,479   $  645,479
  Premium on Capital Stock                                       5,000     291,445   (296,445)           -            -
  Capital Stock Expense                              (6,357)                                        (6,357)      (6,357)
  Accumulated Deficit                              (688,906)    (7,623)   (287,140)   302,314     (681,355)    (702,095)
                                                 -----------  ---------  ---------- ----------  -----------  -----------
  Common Stock Equity (Deficit)                     (49,784)    (2,621)      4,307      5,865  F   (42,233)     (62,973)
  Capital Lease Obligations                         742,746    179,989                             922,735      927,201
  Long-Term Debt                                  1,381,935                                      1,381,935    1,416,352
                                                 -----------  ---------  ---------- ----------  -----------  -----------
    Total Capitalization                          2,074,897    177,368       4,307      5,865    2,262,437    2,280,580
                                                 -----------  ---------  ---------- ----------  -----------  -----------

Current Liabilities
  Notes Payable to Parent                                      114,200               (114,200) G         -            -
  Current Maturities of Long-Term Debt               17,015        152                              17,167        2,203
  Accounts Payable                                  109,955     16,870                (87,048) H    39,777       40,190
  Interest Accrued                                   50,242      9,238                              59,480       65,738
  Taxes Accrued                                      24,780      4,435                              29,215       20,269
  Accrued Employee Expenses                          15,247                                         15,247        4,222
  Current Obligations Under Capital Leases            5,269      7,534                              12,803       14,825
  Other                                               6,627         (3)                              6,624        6,389
                                                 -----------  ---------  ---------- ----------  -----------  -----------
    Total Current Liabilities                       229,135    152,426               (201,248)     180,313      153,836
                                                 -----------  ---------  ---------- ----------  -----------  -----------

Deferred Credits and Other Liabilities
  MSR Option Gain Regulatory Liability               41,214                                         41,214       54,924
  Accumulated Deferred Investment Tax Credits
   Regulatory Liability                              24,368                                         24,368       29,279
  Accumulated Deferred Income Taxes                 156,547     10,137                             166,684      168,833
  Other                                              26,920                                         26,920       26,644
                                                 -----------  ---------  ---------- ----------  -----------  -----------
    Total Deferred Credits and Other Liabilities    249,049     10,137                             259,186      279,680
                                                 -----------  ---------  ---------- ----------  -----------  -----------
Total Capitalization and Other Liabilities       $2,553,081   $339,931   $   4,307  $(195,383)  $2,701,936   $2,714,096
                                                 ===========  =========  ========== ==========  ===========  ===========

*** Restated to reflect certain reclassifications of assets and liabilities to conform to the December 31, 1994 presentation.
</TABLE>

<TABLE>
                                                         TUCSON ELECTRIC POWER COMPANY                          EXHIBIT A
                                                      NOTES TO CONSOLIDATED BALANCE SHEETS
                                                           CONSOLIDATION ADJUSTMENTS
                                                               DECEMBER 31, 1994
                                                                 (in thousands)
<CAPTION>
                ASSETS                                                CAPITALIZATION AND OTHER LIABILITIES
                ------                                                ------------------------------------
<S>                                           <C>                     <S>                                       <C>
(A) Subsidiary and Other Investments:                                 (F) Common Stock Equity (Deficit):
    TEP's investment in subsidiaries          $  1,686                    TEP's equity in subsidiaries          $  1,686
                                              ---------                   TEP's accrual of late payment fees
                                                                           to TRI and SRI net of tax benefit      (7,551)
(B) Net Assets of Discontinued Operations:                                                                      ---------
    Receivable from affiliate - TRI              4,497                                                            (5,865)
    Receivable from affiliate - SRI                 17                                                          ---------
    Payable to affiliate - SRI                    (755)
    Late payment fees recorded in the                                 (G) Notes Payable to Parent:               114,200
     general provision for losses                                                                               ---------
      - TRI                                     (6,506)
      - SRI                                     (1,631)               (H) Accounts Payable:
                                              ---------                   Payables to affiliates                  87,048
                                                (4,378)                                                         ---------
                                              ---------

(C) Notes Receivable from Subsidiaries - TEP:
     Valencia                                  110,600
     Escavada                                    3,600
                                              ---------
                                               114,200
                                              ---------

(D) Accounts Receivable:
    Receivables from affiliates
     - TEP                                       8,911
     - Valencia                                 73,986
     - Escavada                                    392
                                              ---------
                                                83,289
                                              ---------

(E) Other Current Assets:
    Deferred tax related to the accrual
     of late payment fees                          586
                                              ---------


      Total Adjustments                       $195,383                    Total Adjustments                     $195,383
                                              =========                                                         =========

</TABLE>

The components of net assets of discontinued operations        EXHIBIT A
are summarized as follows:
                                                       December 31,
                                                    1994         1993
                                                  ---------    ---------
                                                  -Thousands of Dollars-
ASSETS
- ------
Cash and Cash Equivalents                         $ 14,852     $ 22,179
Investment in Citadel                                    -       23,374
Real Estate Investments                             17,127       65,119
Vehicle Contracts Receivable                        17,509       17,509
Other Assets and Investments                         6,859       19,403
Reserve for Loss on Disposal of
 Discontinued Operations                           (34,494)     (74,109)
                                                  ---------    ---------
  Total Assets                                      21,853       73,475
                                                  ---------    ---------
LIABILITIES
- -----------
  Total Current Liabilities                         13,168       14,995
                                                  ---------    ---------
Net Assets of Discontinued Operations             $  8,685     $ 58,480
                                                  =========    =========


<TABLE>
                                                         TUCSON ELECTRIC POWER COMPANY                   EXHIBIT A
                                                    CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                                                     TWELVE MONTHS ENDED DECEMBER 31, 1994
                                                  (in thousands except for per share amounts)
<CAPTION>

                                             TUCSON
                                            ELECTRIC     UTILITY  INVESTMENT   CONSOL.         1994        1993
                                            POWER CO.     SUBS       SUBS      ADJUST.        CONSOL.     CONSOL.
                                            ---------   --------  ---------- ----------      ---------  ----------
<S>                                         <C>         <C>       <C>        <C>             <C>        <C>
UTILITY OPERATIONS
Operating Revenues
 Retail Customers                           $571,433    $         $          $               $571,433   $ 524,813
 Amortization of MSR Option Gain
  Regulatory Liability                        20,053                                           20,053       6,053
 Other Utilities                              99,987     134,190              (134,190) (A)    99,987      93,273
                                            ---------   --------  ---------- ----------      ---------  ----------
    Total Operating Revenues                 691,473     134,190          -   (134,190)       691,473     624,139
                                            ---------   --------  ---------- ----------      ---------  ----------
Operating Expenses
 Fuel                                        214,874     129,205              (134,190) (B)   209,889     197,323
 Purchased Power - Energy                     13,878                                           13,878       9,032
 Deferred Fuel and Purchased Power             7,359                                            7,359      10,716
 Capital Lease Expense                        93,056                                           93,056      92,844
 Amortization of Springerville
  Unit 1 Allowance                           (26,204)                                         (26,204)    (33,398)
 Other Operations                            100,948                                          100,948      90,880
 Maintenance and Repairs                      42,122                                           42,122      42,300
 Depreciation and Amortization                89,905                                           89,905      74,184
 Taxes Other than Income Taxes                46,118                                           46,118      54,814
 Financial Restructuring Costs                                                                      -       1,498
                                            ---------   --------  ---------- ----------      ---------  ----------
    Total Operating Expenses                 582,056     129,205          -   (134,190)       577,071     540,193
                                            ---------   --------  ---------- ----------      ---------  ----------
     Utility Operating Income                109,417       4,985          -          -        114,402      83,946
                                            ---------   --------  ---------- ----------      ---------  ----------
Other Income (Deductions)
 Regulatory Disallowances and Adjustments                                                           -     (13,777)
 Deferred Springerville Unit 2 Carrying                                                         
  Costs                                        1,133                                            1,133       5,359
 Interest Income                               7,556                                            7,556       3,909
 Income Taxes                                  4,820                                            4,820       5,186
 Other                                         8,026       3,579    (39,615)    28,499  (C)       489         805
                                            ---------   --------  ---------- ----------      ---------  ----------
    Total Other Income (Deductions)           21,535       3,579    (39,615)    28,499         13,998       1,482
                                            ---------   --------  ---------- ----------      ---------  ----------
Interest Expense
 Long-Term Debt - Net                         69,286          67                               69,353      68,053
 Regulatory Interest                          32,280                                           32,280      31,303
 Short-Term Debt                               2,619       5,629                (8,248) (D)         -           -
 Other                                         7,118                                            7,118       8,604
 Allowance for Borrowed Funds Used
  During Construction                         (1,091)                                          (1,091)       (716)
                                            ---------   --------  ---------- ----------      ---------  ----------
    Total Interest Expense                   110,212       5,696          -     (8,248)       107,660     107,244
                                            ---------   --------  ---------- ----------      ---------  ----------
Discontinued Operations Adjustment                                   39,615    (39,615) (E)         -           -
Income (Loss) from Continuing Operations      20,740       2,868          -     (2,868)        20,740     (21,816)
Provision for Loss on Disposal of
  Discontinued Operations                                                                           -      (4,000)
                                            ---------   --------  ---------- ----------      ---------  ----------
Net Income (Loss)                           $ 20,740    $  2,868  $       -  $  (2,868)      $ 20,740   $ (25,816)
                                            =========   ========  ========== ==========      =========  ==========
Average Shares of
 Common Stock Outstanding                                                                     160,724     160,544
Net Income (Loss) per Average Share
  Continuing Operations                                                                      $   0.13   $   (0.14)
  Discontinued Operations                                                                           -       (0.02)
                                                                                             ---------  ----------
Total Net Income (Loss) per Average Share                                                    $   0.13   $   (0.16)
                                                                                             =========  ==========


NOTE: To conform with the 1994 presentation, the 1993 Operating Revenues and
Taxes Other than Income Taxes
      amounts have been restated to remove revenue related taxes.

</TABLE>

                        TUCSON ELECTRIC POWER COMPANY        EXHIBIT A
                NOTES TO CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                         CONSOLIDATION ADJUSTMENTS
                             DECEMBER 31, 1994
                          (dollars in thousands)

                                                              12 MONTHS
                                                                ENDED
                                                              ---------


(A) Operating Revenues - Other Utilities:
    Valencia coal sales to TEP                                 134,190

(B) Fuel:
    Coal purchased by TEP from Valencia                        134,190

(C) Other Income (Deductions) - Other:
    TEP's equity in subsidiary earnings                          2,868
    Investment operating loss                                  (39,615)
    Inter-company interest income accrued by
     TEP and the Utility Subsidiaries                            8,248
                                                              ---------
                                                               (28,499)
                                                              =========

(D) Interest Expense - Short-Term Debt:
    Inter-company interest expense accrued by
     TEP and the Utility Subsidiaries                            8,248

(E) Discontinued Operations Adjustment:
    Transfer loss to provision for losses                       39,615


          TUCSON ELECTRIC POWER COMPANY
             FINANCIAL DATA SCHEDULE
                    EXHIBIT B
                DECEMBER 31, 1994
              (dollars in thousands)


Total Assets                          $2,701,936
                                      ===========

Total Operating Revenues              $  691,473
                                      ===========

Net Income                            $   20,740
                                      ===========

                           EXHIBIT C

     An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding company system.

                           Not applicable.



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