**EXHIBIT
      3.1**

















**RESTATED
      ARTICLES OF INCORPORATION OF**





**PNM
      RESOURCES, INC.**








1


**OFFICE
      OF THE**


**PUBLIC
      REGULATION COMMISSION**














**RESTATED
      CERTIFICATE OF INCORPORATION**





**OF**





**PNM
      RESOURCES, INC.**





**3316445**








The
      Public Regulation Commission certifies that duplicate originals of Restated
      Articles of Incorporation 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 Restated Certificate of Incorporation and attaches hereto a
      duplicate original of the Restated Articles of Incorporation.





Dated:  AUGUST
      3,
      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. LujanChairman/s/Ann
              EcholsBureau
                Chief






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**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 February 14, 2006. 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, restated on February 22, 2002, and as further
      amended on June 27, 2005, and June 21, 2006, and supercede the original Articles
      of Incorporation and all previous amendments and restatements
      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.





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**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;




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(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;


(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.




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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.


**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.


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:






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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





**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.


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**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
      July 31st, 2006.





PNM
      RESOURCES, INC.











By  _/s/_
      Jeffry E. Sterba


Jeffry
      E.
      Sterba, Chairman,


President
      and Chief Executive Officer








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