TUCSON ELECTRIC POWER CO
8-K, 1998-12-08
ELECTRIC SERVICES
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C.  20549
                                      
                                  FORM 8-K
                                      
                               CURRENT REPORT
                                      

   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of Earliest Event Reported):  December 4, 1998



Commission        Registrant; State of Incorporation;     IRS Employer
File Number       Address; and Telephone Number           Identification Number
- -----------       -----------------------------           ---------------------
1-13739           UNISOURCE ENERGY CORPORATION            86-0786732
                  (An Arizona Corporation)
                  220 West Sixth Street
                  Tucson, AZ  85701
                  (520) 571-4000

1-5924            TUCSON ELECTRIC POWER COMPANY           86-0062700
                  (An Arizona Corporation)
                  220 West Sixth Street
                  Tucson, AZ  85701
                  (520) 571-4000
                    













            











<PAGE>

                        
                                
   

                   
                                
                                
Item 5. Other Events

TEP DIVIDEND

      On  December  4,  1998, the Board of  Directors  of  Tucson
Electric Power Company ("TEP") declared a dividend in the  amount
of  $0.9334327 per share of TEP's Common Stock, no par value,  to
shareholders of record at the close of business December 4, 1998,
payable December 7, 1998.  As the holder of all of the issued and
outstanding  Common  Stock of TEP, UniSource  Energy  Corporation
(UniSource Energy) received dividends in the aggregate amount  of
$30  million.   The dividend follows the refinancing  of  various
debt  obligations, eliminating the credit covenants and 
restrictions which had prevented TEP from paying common dividends 
since 1989.

      The  dividend was declared from current year earnings since
TEP  has  an  accumulated deficit rather than  positive  retained
earnings.  

      The Board of Directors of UniSource Energy may consider the
declaration  and payment of a dividend to the common shareholders
of  UniSource Energy.  The decision to declare such dividend  and
the amount of any such dividend will depend upon various factors,
including,  among others, the capital requirements  of  UniSource
Energy  and its affiliates, the Company's earnings, the  business
prospects  of  the  Company, and the status  and  impact  of  the
deregulation of the retail electric industry in Arizona.



<PAGE>



                            SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act
of 1934, each registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.  The
signature for each undersigned company shall be deemed to relate
only to matters having reference to such company or its
subsidiary.



                               UNISOURCE ENERGY CORPORATION
                              ----------------------------
                                      (Registrant)



Date: December 8, 1998                  Ira R. Adler
                               ----------------------------
                                        Ira R. Adler
                                Executive Vice President and
                                 Principal Financial Officer
                             


                              TUCSON ELECTRIC POWER COMPANY
                              -----------------------------
                                      (Registrant)



 Date: December 8, 1998                Ira R. Adler                       
                              -----------------------------
                                       Ira R. Adler
                               Executive Vice President and
                                Principal Financial Officer




            



















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