**EXHIBIT 3.1**

** **

**ARTICLES OFINCORPORATION OF**

** PNM RESOURCES,INC.**

** AS AMENDED THROUGHJUNE 27, 2005**

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** OFFICE OF THE**

**PUBLIC REGULATIONCOMMISSION **

** CERTIFICATE OFAMENDMENT**

** OF**

** PNM RESOURCES,INC.**

** 3298742**

**             **ThePublic Regulation Commission certifies that duplicate originals of the Articlesof Amendment attached hereto, duly signed and verified pursuant to theprovisions of the 

BUSINESSCORPORATION ACT

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

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

Accordingly, byvirtue of the authority vested in it by law, the Public Regulation Commissionissues this Certificate of Amendment and attaches hereto a duplicate originalof the Articles of Amendment.

Dated:  JUNE 27, 2005

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

/s/Ben R. Lujan______________________________                                           Chairman

/s/Ann Echols________________________________                                         Bureau Chief

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**ARTICLES OF AMENDMENT TO**

** THERESTATED ARTICLES OF INCORPORATION**

**OF**

**PNMRESOURCES, INC.**

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

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

"C.  Preferred Stock. The Board of Directors isauthorized by resolution to provide from time to time for the issuance ofshares of Preferred Stock in series and to fix, from time to time beforeissuance, the designation, preferences, privileges and voting powers of theshares of each series of Preferred Stock and its restrictions orqualifications, limited to the following:

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

(2)   the dividend rate, ifany, the date or dates on which the dividends will be payable, and the extentto which the dividends may be cumulative;

(3)   the price or prices atwhich shares may be redeemed, and any terms, conditions and limitations uponany redemption;

(4)   the amount or amounts tobe received by the holders in the event of dissolution, liquidation, or windingup of the Corporation;

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

 

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(6)   the terms andconditions, 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 theCorporation; and

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

(a)    the Corporation failsto pay dividends on the applicable series;

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

(c)  a series of Preferred Stock is convertible into Common Stock, inwhich case the Board of Directors may confer upon the holders of such PreferredStock, voting as a single class with holders of Common Stock, the same numberof votes to which the number of shares of Common Stock into which the shares ofPreferred Stock are convertible are entitled on all matters submitted to a voteof holders of Common Stock at a meeting of shareholders other than for theelection of directors; provided, however, that the Board may confer the votingrights described in this clause (c) only to the extent that the aggregateamount of Preferred Stock outstanding with such voting rights is convertible tono more than Twelve (12) Million shares of Common Stock."

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

III.       Thenumber 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 was38,776,109 with 11,808,944 being cast against and 198,038 votes abstaining.

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PNM RESOURCES, INC.

By: /s/ Jeffry E. Sterba___________         JEFFRY E. STERBA         Chairman, President and Chief Executive Officer

DATED: June 20, 2005

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**RESTATEDARTICLES OF INCORPORATION**

**OF**

** PNM RESOURCES, INC.  **

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

**ARTICLEI**

**Name**

Thename of the Corporation is **PNM Resources, Inc.**  

**ARTICLEII**

**Periodof Duration**

Theperiod of its duration is perpetual.  

**ARTICLEIII**

**Purpose**

Thepurposes of the Corporation are to hold the voting securities of other companiesand to engage in any other lawful business for which corporations may beincorporated under the laws of the State of New Mexico.  The Corporation shallhave all the powers that are lawful for a corporation to exercise under New Mexico law.

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**ARTICLEIV**

**AuthorizedNumber of Shares**

A.        AuthorizedCapital Shares.  The total number of shares of stock which the Corporationshall 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 parvalue, and Ten (10) Million shares shall be Preferred Stock, no par value. Common Stock and Preferred Stock shall be issued for such minimum considerationas authorized by the Board of Directors.

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

(1)        Dividends.  Subject to anyrights of holders of Preferred Stock, such dividends (payable in cash, stock orotherwise) as may be determined by the Board of Directors may be declared andpaid on the Common Stock from time to time from any available funds, propertyor shares.  

(2)        Voting Rights.  Subject to anyrights 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 eachmatter submitted to a vote of holders of Common Stock at a meeting ofshareholders.  Cumulative voting for the election of directors of theCorporation shall not be permitted.

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(3)        Liquidation, Dissolution orWinding Up.  In the event of any liquidation, dissolution or winding up ofthe Corporation, the holders of Common Stock shall be entitled to receive thenet balance of any assets of the Corporation remaining after any distributionof the assets of the Corporation to the holders of Preferred Stock to theextent necessary to satisfy any preferences to the assets.  

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

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

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

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

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

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

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

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

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

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

D.        PreemptiveRights.  The holders of Common Stock or Preferred Stock shall not have apreemptive right to acquire authorized but unissued shares, securitiesconvertible 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 ofDirectors in its sole judgment. 

**ARTICLE V**

** Stock Rightsand Options**

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

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**ARTICLE VI**

** Directors**

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

            Theinitial Board of Directors shall consist of****seven members, and the namesand addresses of the persons who are to serve as the initial Directors untilthe first annual meeting of shareholders, or until their successors shall havebeen elected and qualified, are:
| Name                        | Address                                                    |
|-----------------------------|------------------------------------------------------------|
| John T. Ackerman            | 165 Sol de Oro Court		Corrales, NM 87048              |
| Robert G. Armstrong         | 2608 North Washington		Roswell, NM 88201              |
| Joyce A. Godwin             | 904 Brazos Place SE		Albuquerque, NM 87123            |
| Benjamin F. Montoya         | Alvarado Square, MS 2824		Albuquerque, NM 87158       |
| Theodore F. Patlovich  | 11109 Bobcat NE		Albuquerque, NM 87122                |
| Robert M. Price             | 14579 Grand Ave. S., Suite 100		Burnsville, MN 55306  |
| Jeffry E. Sterba            | Alvarado Square, MS 2802		Albuquerque, NM 87158            |

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#### ARTICLE VII

##### **Limitation on Liability**

Theliability of the directors of the Corporation for monetary damages shall beeliminated or limited to the fullest extent permissible under New Mexico law asmay be amended from time to time.  

**ARTICLEVIII**

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

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

**ARTICLE IX**

**Incorporator**

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

            DatedFebruary 18, 2002.

PNM RESOURCES, INC.

By:    /s/ Jeffry E. SterbaJeffry E. Sterba,Chairman, President and Chief Executive Officer

 

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