Exhibit 10.4a

               [LETTERHEAD OF PINNACLE WEST CAPITAL CORPORATION]


                                                                      JACK DAVIS
                                                                       President

June 28, 2001

Steve Wheeler
One Arizona Center
400 East Van Buran
Phoenix, AZ 85004-0001

Dear Steve,

I'm delighted that you have made the decision to join Pinnacle West Capital
Corporation (PNW) beginning June 29, 2001. This is an exciting and challenging
time in the Company, and your experience will have a direct impact on our
efforts. The information outlined below covers the major items we have discussed
regarding our offer of employment.

As you know, this offer is for the position of Senior Vice President of
Transmission Operations, Regulation and Planning with an annual base salary of
$275,000, effective your first day of employment. You will participate in the
officer annual incentive program with a maximum opportunity equal to fifty-two
percent of your annual base salary. Any incentive payout for 2001 results will
be paid in full and not pro-rated. Incentive dollars are generally paid during
the first quarter of the subsequent year.

Within two weeks of your first day of employment you will also receive a
$100,000 employment incentive, and three thousand shares of Pinnacle West stock.

In addition to the base and incentive compensation referenced above, you will
also receive a semi-monthly auto allowance totaling $7,440 per year.

I have enclosed a summary of our employee benefits and a schedule showing the
applicable premiums that are cost shared with our employees. Since you are not
immediately eligible for PNW medical plan coverage, the premium cost of any
external medical coverage you carry will be paid by the Company until your
eligibility date. Further, enclosed is a description of our Employee Savings
Plan in which you will be eligible to participate 31 days after employment.
Please note that the Employee Savings Plan is a pre-tax savings plan. Also the
premiums that apply to our medical and dental plans are on a pre-tax basis.
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Regarding pension, effective your first day of employment, you will be credited
with ten years of vested service solely for the purpose of calculating future
pension benefits. Additionally, you will receive two years of service for
pension purposes in each of the first two years of employment. Thereafter you
will receive pension crediting based on the pension policy applicable to
officers.

During 2001 you will be eligible for four weeks of vacation. For purposes of
vacation accrual, you will be eligible for five weeks vacation after five years.

Eligibility for all officer benefits not specifically mentioned above would be
in accordance with the applicable policies and plan documents.

Effective July 1, 2002 your base salary will increase to $300,000 and you will
receive an additional three thousand shares of stock. This stock award will be
in addition to any other officer stock distribution that may occur as determined
by the PNW Board of Directors.

This offer is contingent upon successful completion of employment prerequisites,
which include a background check, physical exam and drug screen.

On behalf of Pinnacle West Capital Corporation I'd like to welcome you to our
team. In the event you have any questions, feel free to contact me or Armando
Flores who will be coordinating the details of your employment.

Sincerely,

/s/ Jack Davis