**EXHIBIT
      3.1**

















**ARTICLES
      OF INCORPORATION OF**





**PNM
      RESOURCES, INC.**





**AS
      AMENDED THROUGH JUNE 21, 2006**


1


**OFFICE
      OF THE**


**PUBLIC
      REGULATION COMMISSION**














**CERTIFICATE
      OF AMENDMENT**





**OF**





**PNM
      RESOURCES, INC.**





**3314747**








The
      Public Regulation Commission certifies that duplicate originals of the Articles
      of Amendment attached hereto, duly signed and verified pursuant to the
      provisions of the


BUSINESS
      CORPORATION ACT


(53-11-1
      to 53-18-12 NMSA 1978)


have
      been
      received by it and are found to conform to law.





Accordingly,
      by virtue of the authority vested in it by law, the Public Regulation Commission
      issues this Certificate of Amendment and attaches hereto a duplicate original
      of
      the Articles of Amendment.





Dated:  JUNE
      21,
      2006











In
      testimony whereof, the Public Regulation of the State of New Mexico has caused
      this certificate to be signed by its Chairman and the seal of said Commission
      to
      affixed at the City of Santa Fe.




/s/Ben
      R. Lujan _______________________


Chairman





/s/Ann
      Echols ________________________


Bureau
      Chief


2


**ARTICLES
          OF AMENDMENT TO**
  **THE
          RESTATED ARTICLES OF INCORPORATION**
  **OF**
  **PNM
          RESOURCES, INC.**
  
 Pursuant
          to the provisions of NMSA 1978, Section 53-13-4 (2001), PNM Resources,
          Inc.
          adopts the following Articles of Amendment to its Restated Articles of
          Incorporation:
  I.
              The
                  first paragraph of Article VI is amended to
                  read: 
 “The
          number of directors of the Corporation shall be as specified in the Bylaws
          but
          shall be no less than five (5) and no more than twelve (12). The number
          of
          directors may be increased or decreased from time to time as provided in
          the
          Bylaws so long as no decrease shall have the effect of shortening the term
          of
          any incumbent director.”
  II.
              This
                  amendment was adopted by the shareholders on May 16,
                  2006. III.
              The
                  number of shares outstanding and entitled to vote on the amendment
                  was
                  68,786,286. IV.
              The
                  number of shares voting in favor of the amendment was 60,042,704
                  with
                  1,713,917 being cast against and 148,018 abstaining.
 PNM
          RESOURCES, INC.
 
 By: /s/
          Jeffry E. Sterba___________
 JEFFRY
          E.
          STERBA
 Chairman,
          President and Chief
 Executive
          Officer
   DATED:  May
          23,
          2006.
 3


**OFFICE
      OF THE**


**PUBLIC
      REGULATION COMMISSION**














**CERTIFICATE
      OF AMENDMENT**





**OF**





**PNM
      RESOURCES, INC.**





**3298742**








The
      Public Regulation Commission certifies that duplicate originals of the Articles
      of Amendment attached hereto, duly signed and verified pursuant to the
      provisions of the


BUSINESS
      CORPORATION ACT


(53-11-1
      to 53-18-12 NMSA 1978)


have
      been
      received by it and are found to conform to law.





Accordingly,
      by virtue of the authority vested in it by law, the Public Regulation Commission
      issues this Certificate of Amendment and attaches hereto a duplicate original
      of
      the Articles of Amendment.





Dated:  JUNE
      27,
      2005











In
      testimony whereof, the Public Regulation of the State of New Mexico has caused
      this certificate to be signed by its Chairman and the seal of said Commission
      to
      affixed at the City of Santa Fe.




/s/Ben
        R. Lujan ______________________________
 Chairman
 
 /s/Ann
        Echols ________________________________
 Bureau
        Chief


4


**ARTICLES
      OF AMENDMENT TO**





**THE
      RESTATED ARTICLES OF INCORPORATION**




**OF**




**PNM
      RESOURCES, INC.**




Pursuant
      to the provisions of NMSA 1978, Section 53-13-4 (2001), PNM Resources, Inc.
      adopts the following Articles of Amendment to its Restated Articles of
      Incorporation:


I.  Article
      IV.C. is amended to read:





“C. Preferred
      Stock. The
      Board of Directors is authorized by resolution to provide from time to time
      for
      the issuance of shares of Preferred Stock in series and to fix, from time to
      time before issuance, the designation, preferences, privileges and voting powers
      of the shares of each series of Preferred Stock and its restrictions or
      qualifications, limited to the following:




(1)
            the
                serial designation, authorized number of shares and the stated
                value;





(2)
            the
                dividend rate, if any, the date or dates on which the dividends will
                be
                payable, and the extent to which the dividends may be
                cumulative;




(3)
            the
                price or prices at which shares may be redeemed, and any terms, conditions
                and limitations upon any
                redemption;





(4)
            the
                amount or amounts to be received by the holders in the event of
                dissolution, liquidation, or winding up of the
                Corporation;





(5)
            any
                sinking fund provisions for redemption or purchase of shares of any
                series;







5


(6)
            the
                terms and conditions, if any, on which shares may be converted into,
                or
                exchanged for, shares of other capital stock, or of other series
                of
                Preferred Stock, of the Corporation;
                and




(7)
            the
                voting rights, if any, for the shares of each series, limited to
                circumstances when:





(a)
            the
                Corporation fails to pay dividends on the applicable
                series;





(b)
            a
                proposed amendment to these Articles would have an adverse impact
                on the
                rights and privileges of the preferred stockholders;
                and





(c)
            a
                series of Preferred Stock is convertible into Common Stock, in which
                case
                the Board of Directors may confer upon the holders of such Preferred
                Stock, voting as a single class with holders of Common Stock, the
                same
                number of votes to which the number of shares of Common Stock into
                which
                the shares of Preferred Stock are convertible are entitled on all
                matters
                submitted to a vote of holders of Common Stock at a meeting of
                shareholders other than for the election of directors; provided,
                however,
                that the Board may confer the voting rights described in this clause
                (c)
                only to the extent that the aggregate amount of Preferred Stock
                outstanding with such voting rights is convertible to no more than
                Twelve
                (12) Million shares of Common
                Stock.”





II.  This
      amendment was adopted by the shareholders on May 17, 2005.


III.  The
      number of shares outstanding and entitled to vote on the amendment
      was  60,464,595.


IV.  The
      number of shares voting in favor of the amendment was 38,776,109 with 11,808,944
      being cast against and 198,038 votes abstaining.








6




PNM
      RESOURCES, INC.











By: /s/
      Jeffry E. Sterba___________


JEFFRY
      E.
      STERBA


Chairman,
      President and Chief Executive Officer











DATED:
      June 20, 2005


7


**RESTATED
      ARTICLES OF INCORPORATION**




**OF**





**PNM
      RESOURCES, INC.**








These
      Restated Articles of Incorporation are executed in the manner prescribed by
      the
      New Mexico Business Corporation Act pursuant to a resolution adopted by the
      Board of Directors of PNM Resources, Inc. on November 16, 2001. The Restated
      Articles of Incorporation correctly set forth without change the corresponding
      provisions of the original Articles of Incorporation of PNM Resources, Inc.
      (formerly named Manzano Corporation) as filed March 3, 2000, as amended on
      April
      12, 2001 and July 13, 2001, and supercede the original Articles of Incorporation
      and all previous amendments thereto.





**ARTICLE
      I**




**Name**




The
      name
      of the Corporation is **PNM
      Resources, Inc.**


**ARTICLE
      II**




**Period
      of Duration**




The
      period of its duration is perpetual.




**ARTICLE
      III**




**Purpose**




The
      purposes of the Corporation are to hold the voting securities of other companies
      and to engage in any other lawful business for which corporations may be
      incorporated under the laws of the State of New Mexico. The Corporation shall
      have all the powers that are lawful for a corporation to exercise under New
      Mexico law.





8


**ARTICLE
      IV**




**Authorized
      Number of Shares**




A.  Authorized
      Capital Shares .
      The
      total number of shares of stock which the Corporation shall have the authority
      to issue is One Hundred Thirty (130) Million shares, of which One Hundred Twenty
      (120) Million shares shall be Common Stock, no par value, and Ten (10) Million
      shares shall be Preferred Stock, no par value. Common Stock and Preferred Stock
      shall be issued for such minimum consideration as authorized by the Board of
      Directors.


B.  Common
      Stock. The
      Board of Directors is authorized by resolution to provide from time to time
      for
      the issuance of shares of Common Stock subject to the following restrictions
      and
      qualifications:


(1)  Dividends. Subject
      to any rights of holders of Preferred Stock, such dividends (payable in cash,
      stock or otherwise) as may be determined by the Board of Directors may be
      declared and paid on the Common Stock from time to time from any available
      funds, property or shares.


(2)  Voting
      Rights .
      Subject
      to any rights of holders of Preferred Stock to vote on a matter as a class
      or
      series, each outstanding share of Common Stock shall be entitled to one vote
      on
      each matter submitted to a vote of holders of Common Stock at a meeting of
      shareholders. Cumulative voting for the election of directors of the Corporation
      shall not be permitted.




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(3)  Liquidation,
      Dissolution or Winding Up .
      In the
      event of any liquidation, dissolution or winding up of the Corporation, the
      holders of Common Stock shall be entitled to receive the net balance of any
      assets of the Corporation remaining after any distribution of the assets of
      the
      Corporation to the holders of Preferred Stock to the extent necessary to satisfy
      any preferences to the assets.


C.  Preferred
      Stock. The
      Board of Directors is authorized by resolution to provide from time to time
      for
      the issuance of shares of Preferred Stock in series and to fix, from time to
      time before issuance, the designation, preferences, privileges and voting powers
      of the shares of each series of Preferred Stock and its restrictions or
      qualifications, limited to the following:


(1)  the
      serial designation, authorized number of shares and the stated
      value;


(2)  the
      dividend rate, if any, the date or dates on which the dividends will be payable,
      and the extent to which the dividends may be cumulative;


(3)  the
      price
      or prices at which shares may be redeemed, and any terms, conditions and
      limitations upon any redemption;


(4)  the
      amount or amounts to be received by the holders in the event of dissolution,
      liquidation, or winding up of the Corporation;




10


(5)  any
      sinking fund provisions for redemption or purchase of shares of any
      series;


(6)  the
      terms
      and conditions, if any, on which shares may be converted into, or exchanged
      for,
      shares of other capital stock, or of other series of Preferred Stock, of the
      Corporation; and


(7)  the
      voting rights, if any, for the shares of each series, limited to circumstances
      when:


(a)  the
      Corporation fails to pay dividends on the applicable series; and


(b)  when
      a
      proposed amendment to these Articles would have an adverse impact on the rights
      and privileges of the preferred stockholders.


D.  Preemptive
      Rights .
      The
      holders of Common Stock or Preferred Stock shall not have a preemptive right
      to
      acquire authorized but unissued shares, securities convertible into shares
      or
      carrying a right to subscribe to or acquire shares, except under such terms
      and
      conditions as may be provided by the Board of Directors in its sole judgment.




**ARTICLE
      V**





**Stock
      Rights and Options**





The
      Board
      of Directors in its sole judgment may create and issue rights or options
      entitling the holders, which may include directors, officers or employees of
      the
      Corporation, to purchase from the Corporation shares of any class of
      stock.








11


**ARTICLE
      VI**





**Directors**




The
      number of directors of the Corporation shall be as specified in the Bylaws
      but
      shall be no less than five (5) and no more than twelve (12). The number of
      directors may be increased or decreased from time to time as provided in the
      Bylaws so long as no decrease shall have the effect of shortening the term
      of
      any incumbent director. To the extent and in the manner provided by law, the
      directors may be classified as to the time for which they severally hold office,
      in accordance with the Bylaws of the Corporation.


The
      initial Board of Directors shall consist of **** seven
      members, and the names and addresses of the persons who are to serve as the
      initial Directors until the first annual meeting of shareholders, or until
      their
      successors shall have been elected and qualified, are:




Name
            AddressJohn
                T. Ackerman
            165
                Sol de Oro Court
              Corrales,
                NM 87048Robert
                G. Armstrong
            2608
                North Washington
              Roswell,
                NM 88201Joyce
                A. Godwin
            904
                Brazos Place SE
              Albuquerque,
                NM 87123Benjamin
                F. Montoya
            Alvarado
                Square, MS 2824
              Albuquerque,
                NM 87158Theodore
                F. Patlovich
            11109
                Bobcat NE
              Albuquerque,
                NM 87122Robert
                M. Price
            14579
                Grand Ave. S., Suite 100
              Burnsville,
                MN 55306Jeffry
                E. Sterba
            Alvarado
                Square, MS 2802
              Albuquerque,
                NM 87158







12


**ARTICLE
      VII**





**Limitation
      on Liability**





The
      liability of the directors of the Corporation for monetary damages shall be
      eliminated or limited to the fullest extent permissible under New Mexico law
      as
      may be amended from time to time .




**ARTICLE
      VIII**




**Address
      of Initial Registered Office and Name of Initial Registered
      Agent**




The
      address of the Corporation's initial registered office is **:** Alvarado
      Square, MS 2822, Albuquerque, NM 87158. The name of the Corporation's initial
      registered agent at that address is Patrick T. Ortiz **.**




**ARTICLE
      IX**





**Incorporator**





The
      name
      and address of the Incorporator is Public Service Company of New Mexico,
      Alvarado Square, Albuquerque, New Mexico 87158.


Dated
      February 18, 2002.





PNM
      RESOURCES, INC.











By: /s/
      Jeffry E. Sterba


Jeffry
      E.
      Sterba, Chairman,


President
      and Chief Executive Officer




13