Exhibit 4(a) 
                                                            

                     THIRTY-THIRD SUPPLEMENTAL INDENTURE
                           Dated as of May 1, 1998
                                                               
                        TUCSON ELECTRIC POWER COMPANY
                                      to
                          THE CHASE MANHATTAN BANK,
                                          As Trustee
                                                               

                Creating a New Issue of First Mortgage Bonds,
                       12.22% Exchange Series due 2000
                                                               

           Supplemental to Indenture dated as of April 1, 1941, of
       The Tucson Gas, Electric Light and Power Company (predecessor
    to Tucson Electric Power Company), to The Chase National Bank of the
  City of New York, as Trustee (predecessor to The Chase Manhattan Bank).

<PAGE>


     THIRTY-THIRD SUPPLEMENTAL INDENTURE, dated as of May 1, 1998, made by
and between Tucson Electric Power Company ("Company"), a corporation
organized and existing under the laws of the State of Arizona, having its
principal place of business at 220 West Sixth Street, in the City of Tucson,
Arizona, party of the first part, and THE CHASE MANHATTAN BANK ("Trustee"),
a banking corporation organized and doing business under the laws of the
State of New York, having its principal corporate trust office at 450 W.
33rd Street, New York, N.Y., as Trustee, party of the second part.
    
     WHEREAS, The Tucson Gas, Electric Light and Power Company, predecessor
of the Company and herein called the "Predecessor Company", heretofore
executed and delivered to The Chase National Bank of the City of New York,
as Trustee ("Predecessor Trustee"), its Indenture dated as of April 1, 1941
("Original Indenture") to secure its First Mortgage Bonds, issuable in
series; and

     WHEREAS, on March 31, 1955 The Chase National Bank of the City of New
York was merged into President and Directors of the Manhattan Company under
the name of The Chase Manhattan Bank, and The Chase Manhattan Bank became
the successor Trustee under the Original Indenture as supplemented and
amended; and

     WHEREAS, on February 20, 1964 the Predecessor Company was merged with
and into the Company and the Company assumed and agreed to pay the principal
of and premium, if any, and interest on all bonds then issued and
outstanding under the Indenture, also agreeing to perform and fulfill all
the covenants and conditions of the Indenture binding upon the Predecessor
Company, and also agreeing that the Company succeed and be substituted for
the Predecessor Company under the Indenture; and

     WHEREAS, on September 9, 1965 The Chase Manhattan Bank became The Chase
Manhattan Bank (National Association) and the continuity of the business of
The Chase Manhattan Bank including its business of acting as corporate
trustee, and its corporate existence, was not affected, so that The Chase
Manhattan Bank (National Association) was vested with all the trusts,
powers, discretions, immunities, privileges and all other matters as were
vested in the Predecessor Trustee under the Indenture, with like effect as
if originally named as Trustee therein; and

     WHEREAS, on July 14, 1996 The Chase Manhattan Bank (National
Association) merged with and into Chemical Bank and the surviving
corporation was renamed The Chase Manhattan Bank and The Chase Manhattan
Bank became the successor Trustee under the Indenture so that The Chase
Manhattan Bank is vested with all the trusts, powers, discretions,
immunities, privileges and all other matters as were vested in the
Predecessor Trustee under the Indenture, with like effect as if originally
named as Trustee therein; and

     WHEREAS, the Company (or the Predecessor Company) has heretofore
executed and delivered to the Trustee (or the Predecessor Trustee) the
Original Indenture and the indentures supplemental thereto, and has issued
the series of bonds, set forth below:

<PAGE>

<TABLE>
<CAPTION>


                                                                                 Principal       Principal
       Indenture or                                    Series                     Amount        Amount Out-
       Supplemental                 Date               of Bonds                    Issued         standing
          Indenture
-------------------------      -------------    ----------------------        -------------- --------------------
<S>                            <C>              <C>                           <C>            <C>
          Original             Apr. 1, 1941     3 1/2% Series due 1966           $  3,500,000                None
      1   First                Oct. 1, 1946                None                          None                None
          Second               Oct, 1, 1947     3 1/8% Series due 1977                750,000                None
  2,4,5   Third                Apr. 1, 1949     3 1/8% Series due 1979              3,500,000                None
    4,5   Fourth               Dec. 1, 1952     3 5/8% Series due 1982              5,000,000                None
    4,5   Fifth                Jan. 1, 1955     3 1/4% Series due 1985              3,500,000                None
    4,5   Sixth                Jan. 1, 1958     4 5/8% Series due 1988              7,500,000                None
  1,4,5   Seventh              Nov. 1, 1959     5 3/8% Series due 1989              7,500,000                None
  1,4,5   Eighth               Nov. 1, 1961     4.70% Series due 1991              10,000,000                None
      6   Ninth                Feb. 20, 1964               None                          None                None
  1,4,5   Tenth                Feb. 1, 1965     4.55% Series due 1995              16,000,000                None
  1,4,5   Eleventh             Feb. 1, 1966     4 7/8% Series due 1996             10,000,000                None
2,3,4,5   Twelfth              Nov. 1. 1969     8 1/2% Series due 1999             15,000,000          15,000,000
      2   Thirteenth           Jan. 20. 1970               None                          None                None
  2,4,5   Fourteenth           Sept. 1, 1971    8 1/8% Series due 2001             25,000,000          25,000,000
    4,5   Fifteenth            Mar. 1, 1972     7.55% Series due 2002              25,000,000          25,000,000
    4,5   Sixteenth            May 1, 1973      7.65% Series due 2003              40,000,000          40,000,000
  1,4,5   Seventeenth          Nov. 1, 1975     10 1/2% Series due 2005            50,000,000                None
      1   Eighteenth           Nov. 1, 1975     Poll. Control Series A             15,700,000                None
          Nineteenth           July 1, 1976     Poll. Control Series B             25,000,000          24,000,000
  1,2,4   Twentieth            Oct. 1, 1977     8 1/2% Series due 2009             60,000,000          60,000,000
          Twenty-First         Nov. 1, 1977     Poll. Control Series C             32,500,000                None
          Twenty-Second        Jan. 1, 1978     Poll. Control Series D             40,000,000          40,000,000
          Twenty-Third         July 1, 1980     Poll. Control Series E             16,300,000                None
          Twenty-Fourth        Oct. 1, 1980     Poll. Control Series F            100,000,000                None
      2   Twenty-Fifth         Apr. 1, 1981     Poll. Control Series A            126,000,000                None
      1   Twenty-Sixth         Apr. 1, 1981     Poll. Control Series B            163,000,000                None
    1,2   Twenty-Seventh       Oct. 1, 1981     Poll. Control Series G            100,000,000         100,000,000
    7     Twenty-Eighth        June 1, 1990     12.22% Series due 2000             96,000,000          78,750,000
          Twenty-Ninth         Dec. 1, 1992     Poll. Control Series H              3,561,644           3,561,644
          Thirtieth            Dec. 1, 1992     Ind. Develop. Series C          20,722,222.22                None
          Thirty-First         May 1, 1996      Poll. Control Series I             18,347,124                None
          Thirty-Second        May 1, 1996      Poll. Control Series J             16,149,864                None

<FN>
1    Contains amendatory provisions relating to specific series.
2    Contains general amendatory provisions.
3    Contains general amendatory provisions required by the Trust Indenture
     Act of 1939, as amended.
4    Incorporates covenant regarding replacement reserve (Section 9, Article
     IV, of Original Indenture).
5    Contains (or incorporates) Covenant regarding distributions on and
     acquisitions of stock (Article V of Third Supplemental Indenture).
6    Contains assumption provisions.
7    Contains modified covenant regarding distributions on and acquisitions
     of stock and negative covenants regarding liens, businesses other than
     the Utility Business and Investments.
</TABLE>

<PAGE>

(the Original Indenture, the Supplemental Indentures listed above and this
Supplemental Indenture being herein collectively referred to as the
"Indenture"); and

     WHEREAS, the Predecessor Company covenanted in and by the Original
Indenture to execute and deliver such further instruments and do such
further acts as may be necessary or proper to carry out more effectually the
purposes of the Original Indenture and to make subject to the lien thereof
property acquired after the execution and delivery of the Original
Indenture; and

     WHEREAS, the Company proposes to create a new series of First Mortgage
Bonds, to mature June 1, 2000, to be designated as First Mortgage Bonds,
12.22% Exchange Series due 2000 (hereinafter sometimes called the "Bonds" or
"Bonds of the 2000 Exchange Series"), and to vary in certain respects the
provisions contained in Article V of the Original Indenture, to the extent
that such provisions apply to the Bonds; and

     WHEREAS, the Company, pursuant to the provisions of the Original
Indenture, has, by appropriate corporate action, duly resolved and
determined to execute this Supplemental Indenture for the purpose of
providing for the creation of said Bonds of the 2000 Exchange Series and of
specifying the form, provisions and particulars thereof as in said Original
Indenture provided or permitted and of giving to the Bonds of the 2000
Exchange Series the protection and security of the Indenture, and of further
confirming the lien of the Indenture upon the additional properties
hereinafter described; and

     WHEREAS, the text of the Bonds of the 2000 Exchange Series is to be
substantially in the form set forth on Exhibit A to this Supplemental
Indenture; and

      WHEREAS, all acts and proceedings required by law and by the charter
and by-laws of the Company, including all action requisite on the part of
its shareholders, directors and officers necessary to make the Bonds of the
2000 Exchange Series, when executed by the Company, authenticated and
delivered by the Trustee and duly issued, the valid, binding and legal
obligations of the Company, and to constitute this Supplemental Indenture a
valid, binding and legal indenture supplemental to the Original Indenture,
in accordance with its and their terms, have been done and taken; and the
execution and delivery of this Supplemental Indenture have been in all
respects duly authorized;

      NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That Tucson
Electric Power Company, the Company herein named, in consideration of the
premises and of One Dollar ($1.00) to it duly paid by the Trustee at or
before the ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and in order to secure the payment of the principal of
and interest and premium, if any, on all bonds from time to time outstanding
under the Indenture, according to the terms of said bonds and of the
coupons, if any, attached thereto, and to further secure the performance and
observance of all the covenants and conditions contained in said bonds and
in the Indenture (except any covenant of the Company with respect to the
refund or reimbursement of taxes, assessments or other governmental charges
on account of the ownership of the bonds of any series or the income derived
therefrom, for which the holders of the bonds shall look only to the Company
and not to the property hereby mortgaged or pledged), has granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over and confirmed, and by these presents doth grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set over and
confirm unto THE CHASE MANHATTAN BANK, as Trustee, and its successor or
successors in the trust and its assigns forever, with the same force and
effect and subject to the same reservations, exceptions, limitations,
restrictions, servitudes, easements, rights and privileges as contained in
the original Indenture and to "permitted encumbrances" as defined in the
Original Indenture, as though specifically described in the granting clauses
of the Original Indenture, all and singular the premises, property, assets,
rights and franchises of the Company (except as in the Original Indenture
expressly excepted), whether now or hereafter owned, constructed or
acquired, of whatever character and wherever situated, including, among
other things (but reference to or enumeration of any particular kinds,
classes or items or property shall not be deemed to exclude from the
operation and effect of the Indenture any kind, class or item not so
referred to or enumerated), all right, title and interest of the Company in
and to all plants for the generation of electricity by water, steam and/or
other power; all power houses, gas plants, gas holders, substations,
transmission lines, distributing systems; all offices, buildings and
structures, and the equipment thereof; all machinery, engines, boilers,
dynamos, machines, regulators, meters, transformers, generators and motors;
all appliances whether electrical, gas or mechanical, conduits, cables and
lines; all mains and pipes, service pipes, fittings, valves and connections,
poles, wires, tools, implements, apparatus, furniture, and chattels; all
municipal franchises and other franchises; all lines for the transmission
and/or distribution of electric current, or gas, including towers, poles,
wires, cables, pipes, conduits, street lighting systems and all apparatus
for use in connection therewith; all real estate, lands, leaseholds; all
easements, servitudes, licenses, permits, rights, powers, franchises,
privileges, rights of way and other rights in or relating to real estate or
the occupancy of the same and all the right, title and interest of the
Company in and to all other property of any kind or nature appertaining to
and/or used and/or occupied and/or enjoyed in connection with any property
hereinbefore described; it being the intention of the parties that all
property of every kind, real, personal or mixed, other than excepted
property, which may be acquired by the Company after the date hereof, shall,
immediately upon the acquisition thereof by the Company, to the extent of
such acquisition, and without any further conveyance or assignment, become
and be subject to the direct lien on the Indenture as fully and completely
as though now owned by the Company and specifically described in the
Indenture.

      TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to the aforesaid
premises, property, assets, rights and franchises or any part thereof, with
the reversion and reversions, remainder and remainders, and all the estate,
right, title and interest and claim whatsoever, at law as well as in equity,
which the Company now has or may hereafter acquire in and to the aforesaid
premises, property, assets, rights and franchises and every part and parcel
thereof.

      And the Company, for itself and its successors, does hereby covenant
and agree to and with the Trustee and its successors in the trust under the
Indenture, for the benefit of those who shall hold the bonds and coupons, or
any of them, to be issued hereunder and thereunder, as follows:

                                  ARTICLE I.

        CREATION AND DESCRIPTION OF BONDS OF THE 2000 EXCHANGE SERIES.

      SECTION 1. A new series of bonds to be issued under and secured by the
Indenture is hereby created, to be designated as First Mortgage Bonds,
12.22% Exchange Series due 2000.  The Bonds of the 2000 Exchange Series
shall be limited to an aggregate principal amount of _____________________
Dollars ($____________), excluding any Bonds of the 2000 Exchange Series
which may be authenticated in exchange for or in lieu of or in substitution
for or on transfer of other Bonds of the 2000 Exchange Series pursuant to
any provisions of the Original Indenture or of this Supplemental Indenture.
Said Bonds shall be substantially in the form set forth in Exhibit A to this
Supplemental Indenture.

      All Bonds of the 2000 Exchange Series shall mature June 1, 2000 and
shall bear interest at the rate of 12.22% per annum, payable semi-annually
on June 1 and December 1 in each year, the beginning of the first interest
period being December 1, 1997 and the first interest payment date being June
1, 1998; and the principal of, and the interest, and premium, if any, on,
the Bonds shall be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, or in the City of Tucson in coin
or currency of the United States of America which at the time of payment
shall be legal tender for the payment of public and private debts; provided
that a holder of a Bond may elect to receive payments of the principal of,
and the interest, and premium, if any, on such Bond (other than at maturity
or upon redemption of the Bonds as a whole) by wire transfer of immediately
available funds to an account maintained by such holder at a bank located in
the United States of America if appropriate wire transfer instructions are
received by such office or agency not less than 15 calendar days prior to
the date for payment.

      The holder of any Bond on any record date (as hereinbelow defined)
with respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date notwithstanding the
cancellation of such Bond upon any exchange or transfer thereof subsequent
to the record date and prior to such interest payment date, except if and to
the extent the Company shall default in the payment of the interest due on
such interest payment date, in which case such defaulted interest shall be
paid to the person in whose name such Bond (or any Bond or Bonds issued upon
transfer or exchange thereof) is registered on the date of payment of such
defaulted interest.  The term "record date" as used in this Section with
respect to any interest payment date shall mean the May 15 or November 15,
as the case may be, next preceding such interest payment date, or, if such
May 15 or November 15 shall be a legal holiday or a day on which banking
institutions in The City of New York are authorized by law to remain closed,
the next preceding day which shall not be a legal holiday or a day on which
such institutions are so authorized to remain closed; provided, however,
that, with respect to the interest payment date of June 1, 1998, the record
date shall be the date of the initial authentication and delivery of the
Bonds of the 2000 Exchange Series.

      Each Bond shall be dated as provided in Section 4 of Article II of the
Original Indenture, except that, if there is no existing default in the
payment of interest on the Bonds, each Bond authenticated by or on behalf of
the Trustee between the record date with respect to any interest payment
date and such interest payment date shall be dated as of such interest
payment date.

      The Company shall not be required to make any transfer or exchange of
any Bonds for a period of 10 days next preceding any selection of Bonds for
redemption, nor shall it be required to make transfers or exchanges of any
Bonds which shall have been designated for redemption in whole or in part.

      The Bonds of the 2000 Exchange Series shall be issued in fully
registered form only, in denominations of $1,000 and multiplies thereof.

      The Bonds of the 2000 Exchange Series shall be registrable and
exchangeable at the office or agency of the Company in the Borough of
Manhattan, The City of New York in the manner and upon the terms set forth
in Section 5 of Article II of the Original Indenture, without payment of any
charge other than a sum sufficient to reimburse the Company for any stamp
tax or other governmental charge incident thereto.

      SECTION 2. The Trustee agrees that if any mutilated, lost, stolen or
destroyed Bonds of the 2000 Exchange Series was held by an original holder
or other institutional holder (a) an agreement of indemnity satisfactory to
the Company from such original holder or such other institutional holder
shall constitute "indemnity in a sum deemed satisfactory" by the Trustee for
purposes of Section 11 of Article II of the Indenture and (b) the Trustee
will look only to the Company for reimbursement of its expenses incurred in
connection with such replacement.

      SECTION 3. The Bonds of the 2000 Exchange Series may be executed by
the Company and delivered to the Trustee and, upon compliance with all
applicable provisions and requirements of the Original Indenture in respect
thereof, shall be authenticated by the Trustee and delivered (without
awaiting the filing or recording of the Supplemental Indenture) in
accordance with the written order or orders of the Company.

                                 ARTICLE II.

                    REDEMPTION OF AND PAYMENTS DUE UPON
           ACCELERATION OF THE BONDS OF THE 2000 EXCHANGE SERIES.

      SECTION 1. The Bonds of the 2000 Exchange Series are redeemable prior
to maturity at the option of the Company, as a whole at any time, or in part
from time to time in a minimum aggregate principal amount at any one time of
not less than $20,000,000, provided, that no less than $20,000,000 in
aggregate principal amount of the Bonds of the 2000 Exchange Series remains
outstanding after giving effect to any such partial redemption, upon at
least 30 days' prior notice, all as provided in the Indenture, at the
principal amount of Bonds so to be redeemed and accrued interest to the date
fixed for redemption, together with an amount equal to the Make-Whole
Premium, provided, that the Company shall, on the date of any such
redemption, deliver to the Trustee and to the holders of the Bonds so to be
redeemed a certificate stating the amount of the Make-Whole Premium being
paid upon such redemption and demonstrating the calculation thereof.
Anything in the Indenture to the contrary notwithstanding and except as set
forth in the fourth succeeding paragraph, the redemption price for all
redemptions of the Bonds of the 2000 Exchange Series shall be the redemption
price set forth in the next preceding sentence, and each redemption of the
Bonds of the 2000 Exchange Series shall be pro rata among the Bonds of the
2000 Exchange Series as provided in section 3 of this Article II.

      For purposes of this Supplemental Indenture, the term "Make-Whole
Premium" shall mean with respect to any redemption or payment (whether on
account of acceleration or otherwise) of the Bonds of the 2000 Exchange
Series, (a) to the extent that the Treasury Rate at the time of such
redemption or payment is lower than 12.22% per annum, the excess of (i) the
present value of the principal and interest payments on and in respect of
the Bonds of the 2000 Exchange Series being redeemed or paid, as the case
may be, that would otherwise become due and payable (without giving effect
to such redemption or payment), discounted at a rate which is equal to the
Treasury Rate over (ii) the principal amount of the Bonds of the 2000
Exchange Series being redeemed or paid, as the case may be, and (b) to the
extent that the Treasury Rate at the time of such redemption or payment is
equal to or higher than 12.22% per annum, zero.

      For purposes of this Supplemental Indenture, the term "Treasury Rate"
shall mean at the time of any redemption or payment with respect to any
Bonds of the 2000 Exchange Series being redeemed or paid (whether on account
of acceleration or otherwise), as the case may be, the arithmetic average of
the two most recent yields to maturity on the United States Treasury
obligation with a constant maturity determined by reference to the
applicable display on the Bloomberg Financial Markets Service L.P. (or, if
such display is no longer available, any publicly available reliable source
of similar market data) for the two business days next preceding the date of
such redemption or payment) most nearly equal to (by rounding to the nearest
month) the Remaining Life to Maturity of the Bonds of the 2000 Exchange
Series then being redeemed or paid (whether on account of acceleration or
otherwise).

      For purposes of this Supplemental Indenture, the term "Remaining Life
to Maturity" of Bonds of the 2000 Exchange Series shall mean, at any date,
the number of years obtained by dividing the then Remaining Dollar-years of
such Bonds by the then outstanding principal amount of such Bonds.  For
purposes of this definition, the "Remaining Dollar-years" of any such Bonds
shall mean, at any date, the product obtained by multiplying (a) the
aggregate outstanding principal amount of such Bonds, by (b) the number of
twelve-month periods (calculated to the nearest one-twelfth) which will
elapse between such date and June 1, 2000.

      In the event that all or substantially all of the electric utility
properties of the Company at the time subject to the lien of the Indenture
shall be sold, taken by eminent domain or otherwise disposed of, as an
entirety or substantially as an entirety, and shall be released from the
lien of the Indenture, the entire award or other cash proceeds of such sale,
taking or other disposition, together with any other Available Moneys (as
defined in Section 11 of Article VII of the Original Indenture), if any,
then held by the Trustee, shall, to the extent and in the manner provided in
Section 11 of Article VII of the original Indenture, be applied to the pro
rata payment or redemption of the bonds of all series then outstanding under
the Indenture, all as more fully provided in the Original Indenture, and the
Bonds of the 2000 Exchange Series shall, in such event, become subject to
such redemption or payment.  All such redemptions of the Bonds of the 2000
Exchange Series shall be at the redemption price specified in the first
paragraph of this Section 1.

      SECTION 2. All of the provisions of Article V of the Original
Indenture, other than Sections 2 and 3 thereof and the fourth paragraph of
Section 4 thereof, shall be applicable to the redemption of Bonds of the
2000 Exchange Series; and the "Available Moneys", as defined in Section 11
of Article VII of the Original Indenture, apportioned to Bonds of the 2000
Exchange Series, shall be applied by the Trustee to the payment of the
redemption price thereof together with accrued interest to the date fixed
for such payment, or if such apportioned Available Moneys are insufficient
for such full payment, then, upon notice similar to that provided in the
fourth paragraph of said Section 11 in respect of the bonds referred to
therein, first to the payment of the unpaid interest accrued to the date
fixed for payment and the balance to the payment of the then applicable
redemption price (exclusive of such interest), to the extent that such
moneys shall suffice, pro rata, as provided in Section 11 of Article VII of
the Original Indenture, upon presentation and stamping in a manner similar
to that provided by Section 11 of Article VII of the Original Indenture for
the bonds referred to therein and the coupons appurtenant thereto, interest
to cease to accrue upon Bonds of the 2000 Exchange Series on the payment
date specified in the notice to the extent of the partial payment so
provided.  Until the full amount then due and owing on all Bonds of the 2000
Exchange Series shall have been paid, no such partial payment shall
discharge the obligation of the Company on such Bonds, except to the extent
of such partial payment; and the balance of principal, if any, remaining
after such payment shall thereafter constitute the unpaid obligation of the
Company upon the Bonds of the 2000 Exchange Series and the principal amount
of the Bonds of the 2000 Exchange Series upon which interest shall
thereafter be due and payable.

      SECTION 3. Anything contained in the fourth paragraph of Section 4 of
Article V of the Original Indenture to the contrary notwithstanding, in case
less than all of the outstanding Bonds of the 2000 Exchange Series are to be
redeemed, the principal amount to be redeemed shall be prorated among the
holders of the Bonds of the 2000 Exchange Series in the proportion that
their respective holdings bear to the aggregate principal amount of Bonds of
the 2000 Exchange Series outstanding on the date of selection.  The portion
of any Bond of the 2000 Exchange Series to be redeemed shall be in the
principal amount of $1,000 or a multiple thereof and such allocations as may
be requisite for this purpose shall be made by the Trustee in its
uncontrolled discretion.  The Trustee shall promptly notify the Company in
writing of the distinctive numbers of the Bonds of the 2000 Exchange Series
and the portions thereof so selected for redemption.

      SECTION 4. Anything in the Indenture to the contrary notwithstanding,
if the principal of all bonds outstanding under the Indenture and the
interest accrued thereon shall have become immediately due and payable
pursuant to any provision of Article VIII of the Original Indenture, the
principal of all Bonds of the 2000 Exchange Series outstanding under the
Indenture and interest accrued thereon shall, together with, to the extent
permitted by applicable law, an amount equal to the Make-Whole Premium with
respect to such Bonds of the 2000 Exchange Series, become immediately due
and payable, and the Company shall forthwith pay to the holders of the Bonds
of the 2000 Exchange Series then outstanding the entire principal of and all
interest accrued on such Bonds of the 2000 Exchange Series plus such Make-
Whole Premium; provided, that in such event the trust estate shall be
applied to the payment of such Make-Whole Premium only in accordance with
Article VIII of the Original Indenture.  The term "premium" when used in the
Bonds of the 2000 Exchange Series or the Indenture in conjunction with
references to principal of and interest on the Bonds, shall mean any amount
due upon any payment, redemption or prepayment of any of the Bonds of the
2000 Exchange Series, other than principal and interest, and shall include
the Make-Whole Premium.

      SECTION 5. The holder of each and every Bond of the 2000 Exchange
Series issued hereunder hereby agrees to accept payment thereof prior to
maturity on the terms and conditions provided for in this Article II.

                                 ARTICLE III.

                            ADDITIONAL COVENANTS.

      The Company covenants and agrees that, so long as any Bonds of the
2000 Exchange Series shall be outstanding, and unless the Company shall have
delivered to the Trustee any number of concurrent instruments of similar
tenor executed by holders of a majority or more in aggregate principal
amount of the Bonds of the 2000 Exchange Series then outstanding in which
such holders waive the same in the particular case, the Company will duly
perform and observe each and all of the covenants and agreements hereinafter
set forth in this Article III.

      SECTION 1. The Company will not declare or pay any dividends on its
shares of common stock (other than dividends payable in shares of its common
stock), or make any other distribution on its shares of common stock, or
purchase or redeem any shares of its capital stock of any class (other than
with the proceeds of additional capital stock financing and other than
mandatory sinking fund payments with respect to capital stock senior to the
common stock of the Company issued after the date hereof) if the Company's
Consolidated Net Worth as of the last day of any fiscal quarter following
the date hereof is less than (a) the sum of (i) $133,000,000, (ii) 40% of
the Company's Consolidated Net Income for each fiscal year after December
31, 1996, for which Consolidated Net Income is positive and (iii) with
respect to each of the first three fiscal quarters of a fiscal year after
the most recent fiscal year end, 40% of the Company's Consolidated Net
Income as of the end of such fiscal quarter, taken on a fiscal year-to-date
basis, if positive, minus (b) the least of (x) $175,000,000, (y) the
aggregate amount of non-cash charges taken by the Company after the date
hereof pursuant to the requirements of Statement of Financial Accounting
Standards No. 101 and (z) in the event that the Applicable Credit Ratings
assigned to the Company's First Mortgage Bonds shall be downgraded within 90
days after the public disclosure of any decision by the Company to apply
Statement of Financial Accounting Standards No. 101, zero.  For purposes of
this Section 1, (a) "Consolidated Net Worth" means, as of the last day of
any fiscal quarter, common stock equity of the Company as of such day, (b)
"Consolidated Net Income" means, for any fiscal period net income of the
Company and its consolidated Subsidiaries, determined on a consolidated
basis, and (c) "Applicable Credit Ratings" means (i) in the event that the
credit rating levels assigned to the Company's First Mortgage Bonds by
Moody's Investor Service, Inc. ("Moody's") and Standard & Poor's Rating
Group ("S&P") are different, the higher of such ratings, and (ii) in the
event that the credit rating levels assigned to the Company's First Mortgage
Bonds by Moody's and S&P are the same, both such ratings.  All
determinations pursuant to this Section 1 shall be made in accordance with
generally accepted accounting principles as in effect from time to time.

    SECTION 2.  The Company will not, and will not permit any Subsidiary to,
engage to any material extent in any business other than the Utility
Business.

    For purposes of this Section 2, (a) "Utility Business" means the
business of producing, developing, generating, transmitting, distributing,
selling or supplying electrical energy for any purpose, or any business
incidental thereto or necessary in connection therewith, or any business
reasonably desirable in connection therewith which the Arizona Corporation
Commission or other utility regulatory body shall have authorized the
Company to enter, and (b) the term "Subsidiary" shall mean any corporation,
a majority of the voting stock of which is owned by the Company or by one or
more Subsidiaries or by the Company and one or more Subsidiaries.

    SECTION 3.  The Company will not permit the aggregate principal amount
of its First Mortgage Bonds outstanding under the Indenture at any time to
exceed $411,313,000; provided that, for purposes of this Section 3, those
First Mortgage Bonds, 12.22% Series due 2000 tendered in exchange for Bonds
of the 2000 Exchange Series shall not be deemed to be outstanding on the
date of the initial authentication and delivery of the Bonds of the 2000
Exchange Series and; provided, further, that, for purposes of this Section
3, if First Mortgage Bonds ("Refunding Bonds") shall have been issued and
authenticated for the purpose of refinancing outstanding First Mortgage
Bonds ("Refunded Bonds") and the corresponding Refunded Bonds shall have
been irrevocably called for redemption and the proceeds of the Refunding
Bonds shall have been deposited with the Trustee, such Refunded Bonds shall
not be deemed to be outstanding.

                                 ARTICLE IV.

                                 THE TRUSTEE

        The Trustee hereby accepts the trusts created by this Supplemental
Indenture upon the terms and conditions in the Original Indenture as
modified and amended and in this Supplemental Indenture set forth.  The
Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Supplemental Indenture or of the due
execution hereof by the Company, or for or in respect of the recitals
contained herein, all of which recitals are made by the Company solely.  In
general, each and every term and condition contained in Article XII of the
Original Indenture shall apply to this Supplemental Indenture with the same
force and effect as if the same were herein set forth in full, with such
omissions, variations and modifications thereof as may be appropriate to
make the same conform to this Supplemental Indenture.

                                  ARTICLE V.

                           MISCELLANEOUS PROVISIONS

        SECTION 1. Subject to the variations contained in Article IV of this
Supplemental Indenture, the Original Indenture, as heretofore modified,
amended and supplemented, is in all respect ratified and confirmed, and the
Original Indenture, this Supplemental Indenture and all other indentures
supplemental to the Original Indenture shall be read, taken and construed as
one and the same instrument.  Neither the execution of this Supplemental
Indenture nor anything herein contained shall be construed to impair the
lien of the Indenture on any of the property subject thereto, and such lien
shall remain in full force and effect as security for all Bonds now
outstanding or hereinafter issued under the Indenture.  All terms defined in
Article I of the Original Indenture, as heretofore supplemented and amended,
shall, for all purposes of this Supplemental Indenture, have the meanings in
said Article I specified, unless the context otherwise requires.

        SECTION 2. If the date for making any payment or the last date for
performance of any act or the exercising of any right, as provided in this
Supplemental Indenture, shall be a legal holiday or a day on which banking
institutions in The City of New York are authorized by law to remain closed,
such payment may be made or act performed or right exercised on the next
succeeding day not a legal holiday or a day on which such banking
institutions are authorized by law to remain closed, with the same force and
effect as if done on the nominal date provided in this Supplemental
Indenture, and no interest shall accrue for the period after such nominal
date.

        SECTION 3. This Supplemental Indenture may be executed in any number
of counterparts, and all said counterparts executed and delivered, each as
an original, shall constitute but one and the same instrument.

    IN WITNESS WHEREOF, TUCSON ELECTRIC POWER COMPANY has caused its
corporate name to be hereunto affixed, and this instrument to be signed by
its President or a Vice President, and its corporate seal to be hereunto
affixed and attested by its Secretary or an Assistant Secretary for and in
its behalf; and THE CHASE MANHATTAN BANK has caused its corporate name to be
hereunto affixed, and this instrument to be signed by its President, a Vice
President or any Assistant Vice President and its corporate seal to be
hereunto affixed and attested by its Secretary or a Trust Officer, for and
in its behalf, all as of the day and year first above written.

                                         TUCSON ELECTRIC POWER COMPANY

Attest: ___________________              By:__________________________
        Assistant Secretary                         Vice President

Signed, sealed and delivered
by Tucson Electric Power
Company in the presence of:

 ___________________________



                                            THE CHASE MANHATTAN BANK,
                                                          as Trustee

Attest:____________________              By:__________________________ 
      Trust Officer                          Assistant Vice President

Signed, sealed and delivered
by The Chase Manhattan Bank
in the presence of:

 ___________________________




STATE OF ARIZONA  )
                  ): ss.:
COUNTY OF PIMA    )

      On this _______ day of ________, 1998, before me, ______________, the
undersigned officer, personally appeared _____________, who acknowledged
himself to be a Vice President and duly authorized agent of TUCSON ELECTRIC
POWER COMPANY, an Arizona corporation, and that he, as such Vice President
being authorized so to do, executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by
himself as a Vice President.

      The foregoing instrument was also acknowledged before me by said
_____________, Vice President of TUCSON ELECTRIC POWER COMPANY, an Arizona
corporation, on behalf of said corporation.

      IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                    Notary Public
                                    My commission expires:


STATE OF NEW YORK  )
                   ): ss.:
COUNTY OF NEW YORK )

      On this _____ day of ________, 1998, before me, _____________, the
undersigned officer, personally appeared _____________, who acknowledged
himself to be an Assistant Vice President and duly authorized agent of THE
CHASE MANHATTAN BANK, a corporation, and that he, as such Assistant Vice
President being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
himself as an Assistant Vice President.

      The foregoing instrument was also acknowledged before me by said
_____________, an Assistant Vice President of THE CHASE MANHATTAN BANK, a
corporation, on behalf of said corporation.

      IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                               ______________________
                               Notary Public
                               My commission expires:


<PAGE>

                                                                     Exhibit A
                                [Form of Bond]

No.__________                               $_______________________

                        TUCSON ELECTRIC POWER COMPANY

             FIRST MORTGAGE BOND, 12.22% EXCHANGE SERIES DUE 2000

                               DUE JUNE 1, 2000

      TUCSON ELECTRIC POWER COMPANY, a corporation of the State of Arizona
(hereinafter sometimes called the Company), for value received, promises to
pay to _________________________________________________________________ ,
or registered assigns, the principal sum of
                                                                       DOLLARS

on June 1, 2000, in coin or currency of the United States of America which
at the time of payment  shall be legal tender for the payment of public and
private debts, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, or in the City of Tucson, and semi-
annually, on June 1 and December 1 in each year, to pay interest (computed
on the basis of a 360-day year of twelve 30-day months) thereon in like coin
or currency at said office or agency, at the rate of 12.22% per annum, from
the semi-annual interest payment date next preceding the date of this bond
(unless this bond be dated on an interest payment date, in which case from
the date hereof; or unless this bond be dated prior to the first interest
payment date in respect hereof, in which case from the beginning of the
first interest period for bonds of this series), until the Company's
obligation with respect to such principal sum shall be discharged, and, to
the extent permitted by applicable law, at the rate of 12.22% per annum
(computed as set forth above) on any overdue payment of principal of or
premium, if any, or interest on this bond.  The interest so payable on any
June 1 or December 1 will, subject to certain exceptions provided in the
Thirty-Third Supplemental Indenture, dated as of May 1, 1998, hereinafter
referred to, be paid to the person in whose name this bond is registered at
the close of business on the May 15 or November 15 next preceding such June
1 or December 1.  Notwithstanding any provision to the contrary in this bond
or in the Indenture hereinafter referred to, a holder of this bond may elect
to receive payments of the principal of, and the interest, and premium, if
any, on this bond (other than at maturity or upon redemption of the bonds of
this series as a whole) by wire transfer of immediately available funds to
an account maintained by such holder at a bank located in the United States
of America if appropriate wire transfer instructions are received by such
office or agency of the Company not less than 15 calendar days prior to the
date for payment.

    This bond is one of an issue of bonds of the Company, issued and to be
issued in one or more series under and equally and ratably secured (except
as any sinking, amortization, improvement, renewal or other fund,
established in accordance with the provisions of the indenture hereinafter
mentioned, may afford additional security for the bonds of any particular
series) by a certain mortgage and deed of trust (which, together with all
indentures supplemental thereto, including the Thirty-Third Supplemental
Indenture, dated as of May 1, 1998, is hereinafter called the "Indenture"),
dated as of April 1, 1941, made by The Tucson Gas, Electric Light and Power
Company (Tucson Electric Power Company, successor by merger) to The Chase
National Bank of the City of New York (The Chase Manhattan Bank, successor
by merger), now The Chase Manhattan Bank, as Trustee (hereinafter called the
"Trustee"), to which Indenture reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security
provided by the Indenture, the rights and limitations of rights of the
Company, the Trustee and the holders of said bonds with respect to the
security provided by the Indenture, the powers, duties and immunities of the
Trustee, the terms and conditions upon which said bonds are and are to be
secured, and the circumstances under which additional bonds may be issued,
to all of which provisions the holder, by accepting this bond, assents.  To
the extent permitted by and as provided in the Indenture, the rights and
obligations of the Company and the rights of the holders of said bonds may
be changed and modified, with the consent of the Company, by the affirmative
vote of the holders of at least 75% in aggregate principal amount of the
bonds then outstanding (excluding bonds disqualified from voting by reason
of the Company's interest therein as provided in the Indenture), or by the
affirmative vote of the holders of at least 75% in aggregate principal
amount of the bonds of any one or more series then outstanding and entitled
to vote and affected by such modification or alteration in case one or more
but less than all of the series of bonds then outstanding under the
Indenture are so affected, or in either case by the written consent of the
holders of such percentage of bonds; provided, that without the consent of
the holder hereof no such modification or alteration shall be made which
will permit the extension of the time of payment of the principal of or the
interest on this bond or a reduction in the principal amount hereof, or
premium, if any, or rate of interest hereon or any other modification of the
terms of payment of such principal, premium or interest or will deprive the
holder of any lien provided by the Indenture upon the mortgaged property or
reduce the percentage of bonds required for the aforesaid action under the
Indenture.  The Company has reserved the right to amend the Indenture
without any consent or other action by holders of any series of bonds
created after July 31, 1976 (including this series) so as to change 75% in
the foregoing sentence to 60%.  This bond is one of a series of bonds
designated as the First Mortgage Bonds, 12.22% Exchange Series due 2000, of
the Company.

    The bonds of this series are redeemable prior to maturity at the option
of the Company, as a whole at any time, or in part from time to time in a
minimum aggregate principal amount at any one time of not less than
$20,000,000, provided that not less than $20,000,000 in aggregate principal
amount of the bonds of this series remains outstanding after giving effect
to any such partial redemption, upon at least 30 days' prior notice (which
may be conditioned upon the deposit of the redemption moneys with the
Trustee before the redemption date), all as provided in the Indenture, at
the principal amount of bonds so to be redeemed and accrued interest to the
date fixed for redemption, together with an amount equal to the Make-Whole
Premium as such term is defined in said Thirty-Third Supplemental Indenture.
Anything in the Indenture to the contrary notwithstanding and except as set
forth in the next succeeding paragraph, the redemption price for all
redemptions of the bonds of this series shall be the redemption price set
forth in the next preceding sentence, and each redemption of the bonds of
this series shall be pro rata among the bonds of this series as provided in
the Thirty-Third Supplemental Indenture.

    In the event that all or substantially all of the electric utility
properties of the Company at the time subject to the lien of the Indenture
shall be sold, taken by eminent domain or otherwise disposed of, as an
entirety or substantially as an entirety, and shall be released from the
lien of the Indenture, the entire award or other cash proceeds of such sale,
taking or other disposition, together with certain moneys, if any, then held
by the Trustee, shall, to the extent and in the manner provided in the
Indenture, be applied to the pro rata payment or redemption of the bonds of
all series then outstanding under the Indenture, all as more fully provided
therein, and this bond shall, in such event, become subject to such
redemption or payment.  If such sale, taking or other disposition and
release shall be to a municipality or other governmental subdivision or
public authority, or in the event that a controlling interest in the stock
of the Company shall be acquired by or on behalf of a municipality or other
governmental subdivision or public authority which shall cause the
redemption of the bonds of all series then outstanding under the Indenture,
the redemption of this bond shall be at a price equal to its principal
amount, with accrued interest to the date fixed for redemption; all other
redemptions (including, without limitation, all sales, takings, releases and
acquisitions of the sort described above which were negotiated, procured or
the result of action by the Company or any Affiliate of the Company) to be
at the redemption price specified in the next preceding paragraph.

    If this bond or any portion hereof shall be called for redemption and
payment of the redemption price shall be duly provided by the Company as
specified in the Indenture, interest shall cease to accrue on this bond or
such portion hereof from and after the date for redemption fixed in the
notice thereof.

    The principal of this bond and the interest accrued hereon may become or
be declared due and payable before the maturity hereof, on the conditions,
in the manner and at the times set forth in the Indenture, upon the
happening of a default as therein provided.

    Anything in the Indenture to the contrary notwithstanding, upon notice
by the Trustee in writing to the Company pursuant to Section 3 of Article
VIII of the Original Indenture declaring the principal of all bonds
outstanding under the Indenture and the interest accrued thereon immediately
due and payable, the principal of all bonds of this series outstanding under
the Indenture and interest accrued thereon shall, together with, to the
extent provided in the Thirty-Third Supplemental Indenture and permitted by
applicable law, an amount equal to the Make-Whole Premium, as such term is
defined in said Thirty-Third Supplemental Indenture, with respect to such
bonds of this series, become immediately due and payable.

    This bond is transferable by the registered owner hereof in person or by
attorney authorized in writing, at the office or agency of the Company in
the Borough of Manhattan, The City of New York upon surrender and
cancellation of this bond, and upon any such transfer a new bond of this
series, for the same aggregate principal amount, will be issued to the
transferee in exchange herefor. The Company and the Trustee may deem and
treat the person in whose name this bond is registered as the absolute owner
hereof for the purpose of receiving payment and for all other purposes.
This bond, alone or with other bonds of this series, may in like manner be
exchanged at such office or agency for one or more new bonds of this series
of the same aggregate principal amount, all as provided in the Indenture.
Subject to the provisions of the Thirty-Third Supplemental Indenture, dated
as of May 1, 1998, hereinbefore referred to, if this bond is surrendered for
transfer between the record date with respect to any interest payment date
and such interest payment date, the new bond or bonds will be dated as of
such interest payment date.  Upon each such transfer or exchange the Company
may require the payment of any stamp or other tax or governmental charge
incident thereto.

    No recourse shall be had for the payment of the principal of, or
premium, if any, or interest on this bond, or for any claim based hereon or
otherwise in respect hereof or of the Indenture, against any incorporator,
shareholder, director or officer, as such, past, present or future, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or by any legal or equitable proceeding or
otherwise howsoever (including, without limiting the generality of the
foregoing, any proceeding to enforce any claimed liability of shareholders
of the Company, based upon any theory of disregarding the corporate entity
of the Company or upon any theory that the Company was acting as the agent
or instrumentality of the shareholders); all such liability being, by the
acceptance hereof and as a part of the consideration for the issuance
hereof, expressly waived and released by every holder hereof, and being
likewise waived and released by the terms of the Indenture under which this
bond is issued, as more fully provided in said Indenture.

    This bond shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by The Chase
Manhattan Bank, or its successor, as Trustee under said Indenture.

    IN WITNESS WHEREOF, the Company has caused this bond to be signed in its
name by the manual or facsimile signature of its President or one of its
Vice Presidents, and its corporate seal, or a facsimile thereof, to be
impressed or imprinted hereon and attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries.


   Dated ________                   
                                 TUCSON ELECTRIC POWER COMPANY

                                    By_______________________
                                               President

Attest:____________________
             Secretary




              [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

      This is one of the bonds, of the series designated therein, described
in the within-mentioned Indenture.


                               THE CHASE MANHATTAN BANK, as Trustee

                                     By:____________________