TNP ENTERPRISES INC
NT 11-K, 1996-06-27
ELECTRIC SERVICES
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                       UNITED STATES                          OMB APPROVAL
                                                          OMB Number  3235-0058
            SECURITIES AND EXCHANGE COMMISSION            Expires: May 31, 1997
                 Washington, D.C. 20549                Estimated average burden
                                                       hours per response  2.50
                     FORM 12b-25
                                                             SEC FILE NUMBER
                                                                 2-93265
                                                              CUSIP NUMBER
               NOTIFICATION OF LATE FILING 

(Check One):/ /Form 1O-K  / /Form 2O-F  /x/Form 11-K  / /Form 10-Q / /Form N-SAR

                              For Period Ended: DECEMBER 31, 1995
                              (   )  Transition Report on Form 10-K
                              (   )  Transition Report on Form 20-F
                              (   )  Transition Report on Form 11-K
                              (   )  Transition Report on Form 10-Q
                              (   )  Transition Report on Form N-SAR
                              For the Transition Period Ended:

Read  Instruction (on back page) Before  Preparing  Form.  Please Print or Type.
Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the       Item(s)       to      which      the       notification       relates:
- ----------------------------------------------------------------------------

PART I - REGISTRANT INFORMATION
 TNP ENTERPRISES, INC. 
- ----------------------------------------------------------------
Full Name of Registrant

- ----------------------------------------------------------------
Former Name if Applicable

4100  INTERNATIONAL PLAZA, P. 0. BOX 2943
- ----------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

FORT WORTH, TX 76113
- ----------------------------------------------------------------
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

             (a)    The reasons  described in  reasonable  detail in Part III of
                    this  form  could  not be  eliminated  without  unreasonable
                    effort or expense;
             (b)    The subject annual report,  semi-annual  report,  transition
/x/                 report on Form 10-K,  Form  20-F,  11 -K or Form  N-SAR,  or
                    portion  thereof,  will be filed on or before the  fifteenth
                    calendar  day  following  the  prescribed  due date;  or the
                    subject  quarterly report of transition report on Form 10-Q,
                    or  portion  thereof  will be filed on or  before  the fifth
                    calendar day following the prescribed due date; and
             (c)    The  accountant's  statement or other exhibit  required by
                    Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 1O-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. DUE TO DELAYS OUTSIDE THE CONTROL OF THE REGISTRANT,
CERTAIN  INFORMATION  REQUIRED BY FORM 11-K WILL NOT BE  AVAILABLE  PRIOR TO THE
FORM 11-K PRESCRIBED FILING DATE.

                                               (Attach Extra Sheets if Needed)
                                                               SEC 1344 (6/94)

PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

               Michael D. Blanchard          817           737-1383
- --------------------------------------------------------------------------------
               (Name)                    (Area Code)  (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s).                  /x/ YES   / / NO


(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion 
     thereof?                              /x/ YES   / / NO

     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

     SEE ATTACHMENT
- -------------------------------------------------------------------------------
                              TNP ENTERPRISES, INC.
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date JUNE 25, 1996                       By \s\ Dennis R. Cash
     -----------                            -------------------------------
                                         Dennis R. Cash,  as V.P. of Texas-New
                                         Mexico  Power Company as  Administrator
                                         of the Thrift Plan

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative.

The name and title of the  person  signing  the form  shall be typed or  printed
beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the
representative's  authority to sign on behalf of the  registrant  shall be filed
with the form.

                                   ATTENTION
Intentional  misstatements  or omissions of fact  constitute  Federal Criminal
Violations (See 18 U.S.C. 1001).



                              GENERAL INSTRUCTIONS

               1.   This form is required  by Rule  12b-25) (17 CFR 240.12b-25)
                    of the General Rules and Regulations  under the  Securities
                    Exchange Act of 1934.

               2.   One signed  original and four conformed  copies of this form
                    and amendments  thereto must be completed and filed with the
                    Securities and Exchange Commission,  Washington, D.C. 20549,
                    in  accordance  with  Rule  0-3 of  the  General  Rules  and
                    Regulations  under the Act. The information  contained in or
                    filed  with the form will be made a matter of public  record
                    in the Commission files.

               3.   A manually  signed copy of the form and  amendments  thereto
                    shall be filed with each  national  securities  exchange  on
                    which  any  class  of  securities   of  the   registrant  is
                    registered.

               4.   Amendments to the  notifications  must also be filed on form
                    12b-25  but  need  not  restate  information  that  has been
                    correctly furnished. The form shall be clearly identified as
                    an amended notification.

               5.   Electronic Filers. This form shall not be used by electronic
                    filers  unable  to  timely  file  a  report  solely  due  to
                    electronic  difficulties.  Filers  unable to submit a report
                    within the time period  prescribed  due to  difficulties  in
                    electronic filing should comply with either Rule 201 or Rule
                    202 of Regulation S-T (Section 232.201 or Section 232.202 of
                    this  chapter)  or apply for an  adjustment  in filing  date
                    pursuant to Rule 13(b) of Regulation S-T (Section  232.13(b)
                    of this chapter).

PART IV - OTHER INFORMATION

Item (3)

Investment  income  for the  Texas-New  Mexico  Power  Company  Thrift  Plan for
Employees increased in 1995 by approximately $11 million. This was attributed to
favorable market  conditions  during 1995, for the investments held by the Plan.
Benefits paid to  participants  in 1995 increased by  approximately  $16 million
because of an involuntary  termination  program and an early retirement  program
effected in late 1994.






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