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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549



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FORM 10-Q



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(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2004



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission File Number: 2-97230



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TEXAS-NEW MEXICO POWER COMPANY

(Exact name of registrant as specified in its charter)



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|                         |  |                                        
|------------------------ |  | ---------------------------------------
|Texas                    |  | 75-0204070                             
|(State of incorporation) |  | (I.R.S. employer identification number)



4100 International
Plaza, P. O. Box 2943, Fort Worth, Texas 76113

(Address and zip code of principal executive offices)



Registrants telephone number, including area code 817-731-0099



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
    Yes ̈No  x



TNP Enterprises, Inc. holds all 10,705 outstanding common shares of Texas-New Mexico Power
Company.



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##### Table of Contents

Texas New-Mexico Power Company and Subsidiaries

Quarterly Report on Form 10-Q for the period ended March 31, 2004



TABLE OF CONTENTS



|               |  |                                                                                                   |  |   
|-------------- |  | ------------------------------------------------------------------------------------------------- |  | --
|               |  | PART 1. FINANCIAL STATEMENTS                                                                      |  |   
|Item 1.        |  | Financial Statements.                                                                             |  |   
|               |  |                                                                                                  
|               |  | Texas-New Mexico Power Company (TNMP) and Subsidiaries:                                           |  |   
|               |  |                                                                                                  
|               |  | Consolidated Statements of Income Three Month Periods Ended March 31, 2004 and 2003               |  | 3 
|               |  |                                                                                                  
|               |  | Consolidated Statements of Comprehensive Income Three Month Periods Ended March 31, 2004 and 2003 |  | 4 
|               |  |                                                                                                  
|               |  | Consolidated Statements of Cash Flows Three Month Periods Ended March 31, 2004 and 2003           |  | 5 
|               |  |                                                                                                  
|               |  | Consolidated Balance Sheets March 31, 2004, and December 31, 2003                                 |  | 6 
|               |  |                                                                                                  
|               |  | Notes to Consolidated Interim Financial Statements                                                |  | 7 
|               |  |                                                                                                  
|Item 2.        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations             |  | 11
|               |  |                                                                                                  
|Item 4.        |  | Controls and Procedures                                                                           |  | 14
|               |  |                                                                                                  
|               |  | PART 2. OTHER INFORMATION                                                                         |  |   
|               |  |                                                                                                  
|Item 1.        |  | Legal Proceedings                                                                                 |  | 14
|               |  |                                                                                                  
|Item 6.        |  | Exhibits and Reports on Form 8-K                                                                  |  | 14
|               |  |                                                                                                  
|               |  | (a) Exhibit Index                                                                                 |  | 14
|               |  |                                                                                                  
|               |  | (b) Reports on Form 8-K                                                                           |  | 14
|               |  |                                                                                                  
|               |  | Statement Regarding Forward Looking Information                                                   |  | 14
|               | 
|Signature page |  | 15                                                                                               
|               | 
|Certifications |  | 16                                                                                               



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##### Table of Contents

TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES

(a wholly owned subsidiary of TNP Enterprises, Inc.)

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



|                                                      |  |                             |        |   |      |   |        |  
|----------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                      |  | Three Months EndedMarch 31, |       
|                                                      |  | 2004                        |        |   | 2003 |  
|                                                      |  | (In thousands)              |       
|OPERATING REVENUES                                    |  | $                           | 61,654 |   |      | $ | 61,365 |  
|                                                      |  |                             |        |   |      |   |        |  
|OPERATING EXPENSES:                                   |  |                             |        |   |      |   |        |  
|Purchased power                                       |  |                             | 17,446 |   |      |   | 16,959 |  
|Other operating and maintenance                       |  |                             | 17,913 |   |      |   | 16,773 |  
|Depreciation of utility plant                         |  |                             | 7,349  |   |      |   | 7,055  |  
|Taxes other than income taxes                         |  |                             | 5,238  |   |      |   | 5,057  |  
|                                                      |  |                             |        |   |      |   |        |  
|Total operating expenses                              |  |                             | 47,946 |   |      |   | 45,844 |  
|                                                      |  |                             |        |   |      |   |        |  
|OPERATING INCOME                                      |  |                             | 13,708 |   |      |   | 15,521 |  
|                                                      |  |                             |        |   |      |   |        |  
|INTEREST CHARGES AND OTHER INCOME AND DEDUCTIONS:     |  |                             |        |   |      |   |        |  
|Interest on long-term debt                            |  |                             | 6,531  |   |      |   | 4,286  |  
|Other interest and amortization of debt-related costs |  |                             | 569    |   |      |   | 680    |  
|Other income and deductions, net                      |  |                             | (474   | ) |      |   | (347   | )
|                                                      |  |                             |        |   |      |   |        |  
|Total                                                 |  |                             | 6,626  |   |      |   | 4,619  |  
|                                                      |  |                             |        |   |      |   |        |  
|INCOME BEFORE INCOME TAXES                            |  |                             | 7,082  |   |      |   | 10,902 |  
|Income taxes                                          |  |                             | 2,338  |   |      |   | 3,854  |  
|                                                      |  |                             |        |   |      |   |        |  
|NET INCOME                                            |  | $                           | 4,744  |   |      | $ | 7,048  |  
|                                                      |  |                             |        |   |      |   |        |  



The accompanying notes are an integral
part of these consolidated financial statements.



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##### Table of Contents

TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES

(a wholly owned subsidiary of TNP Enterprises, Inc.)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



|                                                                 |  |                              |       |      |   |       |  
|---------------------------------------------------------------- |  | ---------------------------- | ----- | ---- | - | ----- | -
|                                                                 |  | Three Months Ended March 31, |      
|                                                                 |  | 2004                         |       | 2003 |  
|                                                                 |  | (In thousands)               |      
|NET INCOME                                                       |  | $                            | 4,744 |      | $ | 7,048 |  
|                                                                 |  |                              |       |      |   |       |  
|Cash flow hedges, net of tax:                                    |  |                              |       |      |   |       |  
|Interest rate hedge, net of reclassification adjustment (Note 4) |  |                              | 129   |      |   | (428  | )
|                                                                 |  |                              |       |      |   |       |  
|Total cash flow hedges                                           |  |                              | 129   |      |   | (428  | )
|                                                                 |  |                              |       |      |   |       |  
|COMPREHENSIVE INCOME                                             |  | $                            | 4,873 |      | $ | 6,620 |  
|                                                                 |  |                              |       |      |   |       |  



The accompanying notes are an integral
part of these consolidated financial statements.



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##### Table of Contents

TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES

(a wholly owned subsidiary of TNP Enterprises, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                  |  |                              |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                  |  | Three Months Ended March 31, |        
|                                                                                  |  | 2004                         |         |   | 2003 |  
|                                                                                  |  | (In thousands)               |        
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                              |         |   |      |   |         |  
|Cash received from sales to customers                                             |  | $                            | 58,167  |   |      | $ | 50,049  |  
|Purchased power costs paid                                                        |  |                              | (17,477 | ) |      |   | (14,188 | )
|Cash paid for payroll and to other suppliers                                      |  |                              | (14,783 | ) |      |   | (14,391 | )
|Interest paid, net of amounts capitalized                                         |  |                              | (5,504  | ) |      |   | (7,032  | )
|Income taxes refunded                                                             |  |                              | 630     |   |      |   | 904     |  
|Other taxes paid                                                                  |  |                              | (11,362 | ) |      |   | (10,094 | )
|Other operating cash receipts and payments, net                                   |  |                              | 278     |   |      |   | 196     |  
|                                                                                  |  |                              |         |   |      |   |         |  
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                         |  |                              | 9,949   |   |      |   | 5,444   |  
|                                                                                  |  |                              |         |   |      |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                              |         |   |      |   |         |  
|Additions to utility plant                                                        |  |                              | (9,363  | ) |      |   | (8,884  | )
|                                                                                  |  |                              |         |   |      |   |         |  
|NET CASH USED IN INVESTING ACTIVITIES                                             |  |                              | (9,363  | ) |      |   | (8,884  | )
|                                                                                  |  |                              |         |   |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                              |         |   |      |   |         |  
|Redemptions:                                                                      |  |                              |         |   |      |   |         |  
|Senior notes                                                                      |  |                              | (5,000  | ) |      |   |        |  
|Notes payable to affiliate                                                        |  |                              |        |   |      |   | (10,757 | )
|Borrowings from TNMP/First Choice credit facility - net                           |  |                              |        |   |      |   | 14,000  |  
|Financing costs                                                                   |  |                              | (295    | ) |      |   | 73      |  
|                                                                                  |  |                              |         |   |      |   |         |  
|NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                               |  |                              | (5,295  | ) |      |   | 3,316   |  
|                                                                                  |  |                              |         |   |      |   |         |  
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                           |  |                              | (4,709  | ) |      |   | (124    | )
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  |  |                              | 56,907  |   |      |   | 284     |  
|                                                                                  |  |                              |         |   |      |   |         |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        |  | $                            | 52,198  |   |      | $ | 160     |  
|                                                                                  |  |                              |         |   |      |   |         |  
|RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:        |  |                              |         |   |      |   |         |  
|Net income                                                                        |  | $                            | 4,744   |   |      | $ | 7,048   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                              |         |   |      |   |         |  
|Depreciation of utility plant                                                     |  |                              | 7,349   |   |      |   | 7,055   |  
|Amortization of debt-related costs and other deferred charges                     |  |                              | 688     |   |      |   | 551     |  
|Allowance for funds used during construction                                      |  |                              | (277    | ) |      |   | (220    | )
|Deferred income taxes                                                             |  |                              | 2,477   |   |      |   | (120    | )
|Investment tax credits                                                            |  |                              | (317    | ) |      |   | (159    | )
|Deferred purchased power and fuel costs                                           |  |                              | 34      |   |      |   | 921     |  
|Cash flows impacted by changes in current assets and liabilities:                 |  |                              |         |   |      |   |         |  
|Accounts receivable                                                               |  |                              | 4,377   |   |      |   | (5,349  | )
|Accounts payable                                                                  |  |                              | (2,806  | ) |      |   | 1,727   |  
|Accrued interest                                                                  |  |                              | 1,043   |   |      |   | (2,611  | )
|Accrued taxes                                                                     |  |                              | (5,315  | ) |      |   | (103    | )
|Changes in other current assets and liabilities                                   |  |                              | (2,223  | ) |      |   | (3,866  | )
|Other, net                                                                        |  |                              | 175     |   |      |   | 570     |  
|                                                                                  |  |                              |         |   |      |   |         |  
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                         |  | $                            | 9,949   |   |      | $ | 5,444   |  
|                                                                                  |  |                              |         |   |      |   |         |  



The accompanying notes are an integral
part of these consolidated financial statements.



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##### Table of Contents

TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES

(a wholly owned subsidiary of TNP Enterprises, Inc.)

CONSOLIDATED BALANCE SHEETS



|                                                                                         |  |                            |         |   |                  |   |         |  
|---------------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                         |  | March 31, 2004 (Unaudited) |         |   | December 31,2003 |  
|                                                                                         |  | (In thousands)             |        
|ASSETS                                                                                   |  |                            |         |   |                  |   |         |  
|CURRENT ASSETS:                                                                          |  |                            |         |   |                  |   |         |  
|Cash and cash equivalents                                                                |  | $                          | 52,198  |   |                  | $ | 56,907  |  
|Special deposits                                                                         |  |                            | 2,524   |   |                  |   | 2,520   |  
|Accounts receivable                                                                      |  |                            | 28,066  |   |                  |   | 32,443  |  
|Materials and supplies, at lower of cost or market                                       |  |                            | 1,143   |   |                  |   | 1,082   |  
|Deferred purchased power and fuel costs                                                  |  |                            | 220     |   |                  |   | 135     |  
|Accumulated deferred income taxes                                                        |  |                            | 70      |   |                  |   | 70      |  
|Other current assets                                                                     |  |                            | 869     |   |                  |   | 457     |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|Total current assets                                                                     |  |                            | 85,090  |   |                  |   | 93,614  |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|UTILITY PLANT:                                                                           |  |                            |         |   |                  |   |         |  
|Electric plant                                                                           |  |                            | 809,120 |   |                  |   | 804,622 |  
|Construction work in progress                                                            |  |                            | 15,116  |   |                  |   | 13,666  |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|Total                                                                                    |  |                            | 824,236 |   |                  |   | 818,288 |  
|Less accumulated depreciation                                                            |  |                            | 265,148 |   |                  |   | 259,670 |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|Net utility plant                                                                        |  |                            | 559,088 |   |                  |   | 558,618 |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|LONG-TERM AND OTHER ASSETS:                                                              |  |                            |         |   |                  |   |         |  
|Other property and investments, at cost                                                  |  |                            | 343     |   |                  |   | 343     |  
|Recoverable stranded costs                                                               |  |                            | 298,651 |   |                  |   | 298,651 |  
|Regulatory tax assets                                                                    |  |                            | 1,906   |   |                  |   | 1,685   |  
|Deferred charges                                                                         |  |                            | 28,418  |   |                  |   | 28,437  |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|Total long-term and other assets                                                         |  |                            | 329,318 |   |                  |   | 329,116 |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|                                                                                         |  | $                          | 973,496 |   |                  | $ | 981,348 |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                     |  |                            |         |   |                  |   |         |  
|CURRENT LIABILITIES:                                                                     |  |                            |         |   |                  |   |         |  
|Accounts payable                                                                         |  | $                          | 7,971   |   |                  | $ | 13,302  |  
|Accrued interest                                                                         |  |                            | 8,608   |   |                  |   | 7,565   |  
|Accrued taxes                                                                            |  |                            | 3,476   |   |                  |   | 8,791   |  
|Accrued payroll and benefits                                                             |  |                            | 3,054   |   |                  |   | 5,048   |  
|Customers deposits                                                                      |  |                            | 740     |   |                  |   | 702     |  
|Accrued dividends                                                                        |  |                            | 6,000   |   |                  |   |        |  
|Other current liabilities                                                                |  |                            | 4,014   |   |                  |   | 3,808   |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|Total current liabilities                                                                |  |                            | 33,863  |   |                  |   | 39,216  |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|LONG-TERM AND OTHER LIABILITIES:                                                         |  |                            |         |   |                  |   |         |  
|Deferred purchased power and fuel costs                                                  |  |                            | 40,963  |   |                  |   | 40,844  |  
|Accumulated deferred income taxes                                                        |  |                            | 154,944 |   |                  |   | 152,167 |  
|Accumulated deferred investment tax credits                                              |  |                            | 18,142  |   |                  |   | 18,459  |  
|Regulatory liability-accrued cost of removal                                             |  |                            | 38,895  |   |                  |   | 38,218  |  
|Deferred credits and other liabilities                                                   |  |                            | 23,124  |   |                  |   | 22,839  |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|Total long-term and other liabilities                                                    |  |                            | 276,068 |   |                  |   | 272,527 |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|LONG-TERM DEBT                                                                           |  |                            | 418,713 |   |                  |   | 423,626 |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|COMMON SHAREHOLDERS EQUITY:                                                             |  |                            |         |   |                  |   |         |  
|Common stock, $10 par value per share Authorized 12,000,000 shares; issued 10,705 shares |  |                            | 107     |   |                  |   | 107     |  
|Capital in excess of par value                                                           |  |                            | 197,751 |   |                  |   | 197,751 |  
|Retained earnings                                                                        |  |                            | 49,142  |   |                  |   | 50,398  |  
|Accumulated other comprehensive loss                                                     |  |                            | (2,148  | ) |                  |   | (2,277  | )
|                                                                                         |  |                            |         |   |                  |   |         |  
|Total common shareholders equity                                                        |  |                            | 244,852 |   |                  |   | 245,979 |  
|                                                                                         |  |                            |         |   |                  |   |         |  
|COMMITMENTS AND CONTINGENCIES (Note 7)                                                   |  |                            |         |   |                  |   |         |  
|                                                                                         |  | $                          | 973,496 |   |                  | $ | 981,348 |  
|                                                                                         |  |                            |         |   |                  |   |         |  



The accompanying notes are an integral
part of these consolidated financial statements.



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##### Table of Contents

Texas-New Mexico Power Company and Subsidiaries

Notes to Consolidated Interim Financial Statements



Note 1. Interim Financial Statements



The interim consolidated financial statements of TNMP and subsidiaries are
unaudited and contain all adjustments (consisting primarily of normal recurring accruals) necessary for a fair statement of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be
expected for a full year or for previously reported periods due in part to seasonal revenue fluctuations. It is suggested that these consolidated interim financial statements be read in conjunction with the audited consolidated financial statements
and notes thereto included in TNMPs 2003 Annual Report on Form 10-K.



Prior period statements have been reclassified in order to be consistent with current period presentation. The reclassification had no effect on net income or common shareholders equity.



Note 2. Regulatory Matters



Texas



Retail Competition. As reported in TNMPs 2003Annual Report on Form 10-K, the Texas electricity market
has been open to retail competition since January 1, 2002. In accordance with Senate Bill 7, TNMP provides transmission and distribution services at regulated rates to various retail electric providers that, in turn, provide retail electric service
within TNMPs Texas service area.



2004 True-Up
Proceeding. On January 22, 2004, TNMP filed its true-up proceeding with the Public Utility Commission of Texas (PUCT). The PUCT assigned Docket No. 29206 to the true-up proceeding. The purpose of the true-up proceeding is to quantify and
reconcile the amount of stranded costs that TNMP may recover from its transmission and distribution customers. The proceeding examined a number of issues, including the sale of TNP One that occurred in October 2002, the final fuel reconciliation and
the clawback.



Based on TNMPs true-up filing, the fair
value of TNP One, less cost to sell, was approximately $117.6 million. The book value of TNP One as of December 31, 2001, was approximately $425.1 million.



In January 2004, the PUCT issued an order that disallowed $15.7 million of fuel and energy-related purchased power costs that TNMP incurred in 2000 and
2001. TNMP recorded the $10.1 million after-tax effect of the disallowance, and associated interest, in the fourth quarter of 2003. As a result of the PUCT decision, TNMP has an over-recovered balance of fuel and energy-related purchased power costs
of $41.0 million as of March 31, 2004. The balance of fuel and energy-related purchased power costs resulting from the final fuel reconciliation is included in the true-up proceeding. TNMPs over-recovered balance will reduce the amount of
stranded costs TNMP would be entitled to recover from its transmission and distribution customers.



Senate Bill 7 includes a provision, commonly known as the clawback, that would require First Choice Power (First Choice), TNMPs affiliated retail
electric provider, to credit TNMP the difference between the price-to-beat and the market price of electricity during the years 2002 and 2003. TNMP would then pass the credit received from First Choice to its transmission and distribution customers.
The PUCT will confirm the amount of the clawback in the true-up proceeding. As indicated in the true-up filing, First Choice estimates that its clawback liability is $15.9 million. Accordingly, TNMP has recorded a receivable from First Choice, and a
liability to retail transmission and distribution customers, of $15.9 million.



In April 2004, the State Office of Administrative Hearings conducted hearings regarding the true-up proceeding. The schedule established for the true-up proceeding calls for a final order to be issued near the end of
the second quarter of 2004. Following the true-up, the PUCT is required to conduct proceedings that will adjust TNMPs rates to reflect the results of the true-up. However, TNMP is unable to predict the timing of this proceeding.



Action taken by the PUCT in the true-up proceeding could affect the ultimate
recovery of the amounts requested as recoverable stranded costs. PUCT action that limits the recovery of requested stranded costs could have a material impact on TNMPs financial position and cash flows.



Cities Rate Review. During the fourth quarter of 2003, several Texas
cities passed resolutions requiring TNMP to file certain financial information with the cities so that the cities may determine whether TNMPs transmission and distribution rates are reasonable. TNMP filed information in response to the
resolutions in November 2003 and has responded to additional requests for information from the cities. TNMP cannot predict what action the cities may take, or what effects any such action may have on its financial position, cash flows, or results of
operation at this time.



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##### Table of Contents

Transmission Cost Recovery Factor. Due to changes in wholesale transmission rates, TNMP requested
an update to its transmission cost recovery factor (TCRF). The TCRF is a non-bypassable transmission service charge paid by retail electric providers. On March 1, 2004, the PUCT approved a TCRF update in Docket No. 29295. TNMP estimates that this
TCRF update will increase annual transmission revenue by $0.5 million.



New Mexico



Affiliated Guarantee. In
October 2003, the New Mexico Public Regulation Commission (NMPRC) granted TNMPs request for the authority to extend a portion of the guarantees that TNMP provided for certain power supply obligations of First Choice. TNMP expects that its
authority to guarantee the power supply obligations of First Choice will terminate on June 1, 2004, when First Choice expects to have established a bankruptcy remote special purpose entity (SPE) under authorization granted by the PUCT in Docket No.
29081. The SPE will be established in connection with First Choices power supply agreement with Constellation.



Note 3. Accounting Developments



Employers Disclosures about Pensions and Other Postretirement Benefits



TNMP has applied the revised disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 132,
Employers Disclosures about Pensions and Other Postretirement Benefits (SFAS 132). The revisions to SFAS 132 were issued in December 2003, and require additional disclosures about the assets, obligations, cash flows and net
periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The disclosures that are required by SFAS 132 are included in Note 5.



Accounting for Asset Retirement Obligations



TNMP adopted SFAS No. 143, Accounting for Asset Retirement Obligations, on January 1, 2003. The adoption had no
impact on the financial position, results of operations, or cash flows of TNMP. As a result of the adoption of SFAS 143, TNMP identified costs recorded in accumulated depreciation related to inclusion of removal costs of utility plant in TNMPs
rates by the PUCT and NMPRC. Such costs do not arise from legal obligations. Rather, they represent long-standing regulatory policy to include charges for removal costs of utility plant in accumulated depreciation. Accordingly, TNMP has reclassified
the estimated utility plant removal costs, which were $38.9 million and $38.2 million as of March 31, 2004 and December 31, 2003, respectively, from accumulated depreciation to a regulatory liability included in long-term and other liabilities on
the balance sheet.



Note 4. Derivative Instruments, Hedging Activities, and
Other Comprehensive Income



Normal Purchases and Sales.In the normal course of business, TNMP enters into commodity contracts, which include swing components for additional purchases or sales of electricity, in order to meet customer requirements. The Financial Accounting Standards Board
(FASB) has defined criteria by which option-type and forward contracts for electricity can qualify for the normal purchase and sales exception provided by SFAS 133, Accounting for Derivative Instruments and Hedging Activities as amended
by SFAS 149, Amendments of Statement 133 on Derivative Instruments and Hedging Activities. Based on the FASBs guidance, the management of TNMP has determined that its contracts for electricity qualify for the normal purchases and
sales exception. Accordingly, TNMP does not account for its electricity contracts as derivatives.



Hedging Activities



TNMP may enter into agreements for derivative instruments, including options and swaps, to manage risks related to changes in interest rates. At the
inception of any such transactions, TNMP documents relationships between the hedging instruments and the items being hedged. The documentation includes the strategy that supports executing the specific transaction.



TNMP Interest Rate Hedges. In October 2002, TNMP executed two $75
million interest rate swap transactions designed to manage interest rate risk associated with the expired TNMP/First Choice Credit Facility. TNMP terminated the swaps in June 2003 in connection with the issuance of its $250 million of 6.125 percent
Senior Notes due in 2008.



In May 2003, TNMP executed a $250
million Treasury rate lock transaction designed to manage interest rate risk associated with the issuance of its $250 million of 6.125 percent Senior Notes due in 2008. The rate lock effectively fixed the five-year Treasury yield upon which the
yield of the Senior Notes was based at approximately 2.6 percent. TNMP paid $4.2 million upon the issuance of the Senior Notes in June 2003 to settle the rate lock. The cost of the rate lock was recorded in accumulated other comprehensive income and
will be amortized to interest expense over the life of the Senior Notes.



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The interest rate swaps and the Treasury rate lock were designated as cash flow hedges. The instruments
were highly effective in offsetting future cash flow volatility caused by changes in interest rates. For the three months ended March 31, 2004 and 2003, TNMP recorded unrealized gains (losses), net of reclassification adjustments, associated with
its interest rate swaps and Treasury rate lock in other comprehensive income as shown in the following table.



|                                  |  |                                   |     |                                   |   |     |                 |  |                  |     |  |                      |        |   |                 |   |      |   |  |   |      |  
|--------------------------------- |  | --------------------------------- | --- | --------------------------------- | - | --- | --------------- |  | ---------------- | --- |  | -------------------- | ------ | - | --------------- | - | ---- | - |  | - | ---- | -
|                                  |  | Three Months Ended March 31, 2004 |     | Three Months Ended March 31, 2003 |  
|                                  |  | Before-TaxAmount                  |     | Tax Benefit(Expense)              |   |     | After-TaxAmount |  | Before-TaxAmount |     |  | Tax Benefit(Expense) |        |   | After-TaxAmount |  
|                                  |  | (In thousands)                    |    
|Change in market value            |  | $                                 |    |                                   | $ |    |                 |  | $                |    |  | $                    | (1,067 | ) |                 | $ | 407  |   |  | $ | (660 | )
|Reclassification adjustments      |  |                                   | 208 |                                   |   | (79 | )               |  |                  | 129 |  |                      | 374    |   |                 |   | (142 | ) |  |   | 232  |  
|                                  |  |                                   |     |                                   |   |     |                 |  |                  |     |  |                      |        |   |                 |   |      |   |  |   |      |  
|Other comprehensive income (loss) |  | $                                 | 208 |                                   | $ | (79 | )               |  | $                | 129 |  | $                    | (693   | ) |                 | $ | 265  |   |  | $ | (428 | )
|                                  |  |                                   |     |                                   |   |     |                 |  |                  |     |  |                      |        |   |                 |   |      |   |  |   |      |  



TNMP displays cash
flows from interest rate hedging transactions in the cash flow statement as cash flow from operations, in accordance with the provisions of SFAS No. 104, Statement of Cash Flows-Net Reporting of Certain Cash Receipts and Cash Payments and
Classification of Cash Flows from Hedging Transactions.



Note 5.
Employee Benefit Plans



Pension and Postretirement
Benefits Plans



TNMP and its subsidiaries sponsor a
defined benefit pension plan covering substantially all of its employees. Benefits are based on an employees years of service and compensation. TNMPs funding policy is to contribute the minimum amount required by federal funding
standards. TNMP provides an excess benefit plan for certain key personnel and retired employees whose benefits in the principal plan federal law restricts. TNMP also sponsors a health care plan that provides postretirement medical and death benefits
to retirees who satisfied minimum age and service requirements during employment.



The components of net periodic benefit cost of TNMPs employee benefit plans for the three months ended March 31, 2004 and 2003 are shown in the following table (amounts in thousands).



|                                                   |  |                                             |        |   |                                                    |   |        |      |  |   |      |   |  |   |     |  
|-------------------------------------------------- |  | ------------------------------------------- | ------ | - | -------------------------------------------------- | - | ------ | ---- |  | - | ---- | - |  | - | --- | -
|                                                   |  | Pension BenefitsThree Months EndedMarch 31, |        |   | Postretirement BenefitsThree Months EndedMarch 31, |  
|                                                   |  | 2004                                        |        |   | 2003                                               |   |        | 2004 |  |   | 2003 |  
|Components of net periodic benefit cost            |  |                                             |        |   |                                                    |   |        |      |  |   |      |   |  |   |     |  
|Service cost                                       |  | $                                           | 554    |   |                                                    | $ | 1,123  |      |  | $ | 106  |   |  | $ | 97  |  
|Interest cost                                      |  |                                             | 1,231  |   |                                                    |   | 2,753  |      |  |   | 162  |   |  |   | 170 |  
|Expected return on plan assets                     |  |                                             | (1,532 | ) |                                                    |   | (3,691 | )    |  |   | (89  | ) |  |   | (83 | )
|Settlements                                        |  |                                             |       |   |                                                    |   | 206    |      |  |   |     |   |  |   |    |  
|Amortization of prior service cost                 |  |                                             | (52    | ) |                                                    |   | (109   | )    |  |   |     |   |  |   |    |  
|Amortization of transitional (asset) or obligation |  |                                             |       |   |                                                    |   |       |      |  |   | 85   |   |  |   | 80  |  
|Recognized actuarial (gain) loss                   |  |                                             | 43     |   |                                                    |   | 170    |      |  |   |     |   |  |   | (4  | )
|                                                   |  |                                             |        |   |                                                    |   |        |      |  |   |      |   |  |   |     |  
|Net periodic benefit cost                          |  | $                                           | 244    |   |                                                    | $ | 452    |      |  | $ | 264  |   |  | $ | 260 |  
|                                                   |  |                                             |        |   |                                                    |   |        |      |  |   |      |   |  |   |     |  



TNMP reported expected
2004 contributions of $0.3 million to the pension plan and $1.0 million to the postretirement benefits plan in its 2003 Annual Report on Form 10-K. TNMP does not expect that its 2004 contributions will vary significantly from the previously
disclosed amounts.



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Note 6. Related Party Transactions



Under an agreement between TNMP and its parent TNP Enterprises (TNP), dated June 6, 1997 and an agreement between First
Choice and TNMP, dated March 1, 2001, TNMP supplies various services, facilities, and supplies to TNP and First Choice. These services include accounting, information services, legal, and human resources, billed at TNMPs cost. In return, TNP
and First Choice compensate TNMP for the use of the services, facilities and supplies. Shared services billings are recorded on the balance sheet as accounts receivable. Transmission and distribution charges are recorded as revenue in the income
statement.



TNMPs related party transactions for the
three months ended March 31, 2004 and 2003 are shown in the table below (amounts in millions).



|                                                          |  |                              |      |      |   |     
|--------------------------------------------------------- |  | ---------------------------- | ---- | ---- | - | ----
|                                                          |  | Three Months Ended March 31,
|                                                          |  | 2004                         |      | 2003
|First Choice                                              |  |                              |      |      |   |     
|Shared services billings                                  |  | $                            | 3.7  |      | $ | 3.0 
|Shared services owed as of March 31                       |  |                              | 2.4  |      |   | 1.6 
|Transmission and distribution charges billed              |  |                              | 20.5 |      |   | 25.6
|Transmission and distribution charges owed as of March 31 |  |                              | 8.4  |      |   | 21.4
|                                                          |  |                             
|TNP                                                       |  |                              |      |      |   |     
|Shared services billings                                  |  |                              | 0.4  |      |   | 0.7 
|Shared services owed as of March 31                       |  |                              | 0.4  |      |   | 0.2 



The $20.5 million of
transmission and distribution charges shown above represents approximately 33 percent of TNMPs total revenue for the three months ended March 31, 2004.



During the first quarter of 2004, TNMP declared a dividend of $6.0 million to TNP.



Note 7. Commitments and Contingencies



TNMP is involved in various claims and other legal proceedings arising in the ordinary course of business. In the opinion of management, the dispositions
of these matters will not have a material adverse effect on TNMPs consolidated financial condition or results of operations.



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A).



Competitive Conditions



TNMP



TNMP provides transmission and distribution services within TNMPs Texas service area at regulated rates to various retail electric providers that,
in turn, provide retail electric service. As of March 31, 2004, 34 retail electric providers served customers that receive transmission and distribution services from TNMP. First Choice provided electric service to customers that accounted for
approximately 45 percent of the energy delivered by TNMP for the quarter ended March 31, 2004. TNMPs next largest customer was a non-affiliated retail electric provider that served customers that accounted for approximately 25 percent of the
energy delivered by TNMP during the quarter ended March 31, 2004.



Critical
Accounting Policies



TNMP is required to use estimates in
order to prepare the consolidated interim financial statements in accordance with generally accepted accounting principles. Those estimates include accruals for estimated revenues for electricity delivered from the latest billing date to the end of
the accounting period and estimated purchased power expenses incurred but not billed at the end of the accounting period. The use of these estimates is customary in the electric utility industry. Estimated revenues and purchased power expenses are
adjusted to the actual amounts billed or incurred in the following month. TNMP also employs certain critical accounting policies that require use of judgments and assumptions that are subject to uncertainty. The amounts reported in the consolidated
interim financial statements that are related to those critical accounting policies could be different if either different judgments were made or different assumptions were used. Those critical accounting policies are discussed below.



Accounting for Derivatives  Normal Purchases and Sales. In the
normal course of business TNMP enters into commodity contracts, which include swing components for additional purchases of electricity, in order to meet customer requirements. In most circumstances, such contracts would be defined as
derivatives under SFAS 133. However, the FASB has defined criteria by which option-type and forward contracts for electricity could qualify for the normal purchase and sales exception provided by SFAS 133, as amended by SFAS 149. Based on the
FASBs guidance, TNMP has determined that its contracts for electricity qualify for the normal purchases and sales exception. Accordingly, TNMP does not account for its electricity contracts as derivatives.



If TNMP were required to account for its electricity contracts as
derivatives, the fair values of the contracts would be recorded on the balance sheet as assets or liabilities. Changes in the fair values of the contracts would be recognized in earnings.



Recoverable Stranded Costs  Sale of TNP One. TNMP sold TNP One in October 2002. Based on TNMPs true-up
filing, as discussed in Note 2, the fair value of TNP One, less cost to sell, was approximately $117.6 million. The book value included in the true-up filing was approximately $425.1 million. TNMP believes that the difference between the fair value
of TNP One, net of selling costs, and its book value is recoverable from its Texas transmission and distribution customers under the provisions of Senate Bill 7.



Under the provisions of Senate Bill 7, the amount and manner of stranded cost recovery is subject to review and approval by
the PUCT as part of the true-up proceeding. In addition to the sale of TNP One, other issues will affect the amount of stranded costs that TNMP will recover from its customers. Those other issues include, among others, the final fuel reconciliation,
as discussed in Note 2.



Action taken by the PUCT in the
true-up proceeding could affect the ultimate recovery of the amounts requested as recoverable stranded costs. PUCT action that limits the recovery of requested stranded costs could have a material impact on TNMPs financial position and cash
flows.



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Results of Operations



The following discussion should be read in conjunction with the related consolidated interim financial statements and notes.



TNMP Results



TNMP had income applicable to common stock of $4.7 million for the quarter
ended March 31, 2004, compared with income applicable to common stock of $7.0 million for the quarter ended March 31, 2003. The changes in TNMPs earnings for the quarter ended March 31, 2004 are attributable to the factors listed below (in
millions):



|                                                            |  |                                           |      |  
|----------------------------------------------------------- |  | ----------------------------------------- | ---- | -
|                                                            |  | EarningsIncrease (Decrease)               |     
|                                                            |  | Three Months Ended March 31, 2004 v. 2003 |     
|Changes in gross profit                                     |  | $                                         | (0.6 | )
|Other operating and maintenance                             |  |                                           | (0.7 | )
|Interest charges                                            |  |                                           | (2.1 | )
|All other (including income tax effects on the items above) |  |                                           | 1.1  |  
|                                                            |  |                                           |      |  
|TNMP consolidated earnings                                  |  | $                                         | (2.3 | )
|                                                            |  |                                           |      |  



TNMP Gross
Profit



The following table summarizes the components
of TNMP gross profit (in thousands).



|                     |  |                                   |        |      |   |                    |  |   |      |  
|-------------------- |  | --------------------------------- | ------ | ---- | - | ------------------ |  | - | ---- | -
|                     |  | Three Months Ended March 31, 2004 |       
|                     |  | 2004                              |        | 2003 |   | Increase(Decrease) | 
|Operating revenues   |  | $                                 | 61,654 |      | $ | 61,365             |  | $ | 289  |  
|Purchased power      |  |                                   | 17,446 |      |   | 16,959             |  |   | 487  |  
|Transmission expense |  |                                   | 5,589  |      |   | 5,144              |  |   | 445  |  
|                     |  |                                   |        |      |   |                    |  |   |      |  
|Gross profit         |  | $                                 | 38,619 |      | $ | 39,262             |  | $ | (643 | )
|                     |  |                                   |        |      |   |                    |  |   |      |  



Transmission expense
is included in the Other operating and maintenance line of TNMPs consolidated income statement.



The following table summarizes the components of the change in TNMPs gross profit for the three months ended March 31, 2004, compared with the same
period in 2003 (in thousands).



|                          |  |                                         |        |  
|------------------------- |  | --------------------------------------- | ------ | -
|                          |  | Increase(Decrease)                      |       
|                          |  | Three MonthsEnded March 31,2004 v. 2003 |       
|Weather related           |  | $                                       | (1,924 | )
|Electric service revenues |  |                                         | 1,184  |  
|Customer growth           |  |                                         | 607    |  
|All other                 |  |                                         | (510   | )
|                          |  |                                         |        |  
|Gross profit              |  | $                                       | (643   | )
|                          |  |                                         |        |  



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##### Table of Contents

Gross profit for the three months ended March 31, 2004, decreased $0.6 million, or 1.6 percent compared
with the corresponding 2003 period. The overall decrease is driven by a $1.9 million decrease in revenue due to lower sales resulting from milder weather. Partially offsetting these reductions were increases in revenues of $1.2 million due to the
timing of billings for electric property rent, and $0.6 million associated with growth in customers.



Purchased power expenses increased by $0.5 million for the three months ended March 31, 2004 compared with the amount incurred in the same period in 2003.
The increase did not affect gross profit because all of TNMPs purchased power expense is incurred in New Mexico, where TNMP recovers all purchased power costs through the fuel and purchased power adjustment clause authorized by the NMPRC.



Operating Expenses



For the three months ended March 31, 2004, TNMP incurred operating expenses
of $47.9 million, an increase of $2.1 million from the amount incurred during the corresponding period of 2003. Operating expenses include purchased power and transmission expense. Those expenses increased $0.9 million for the three months ended
March 31, 2004, compared with the same period in 2003.



The
details in the changes of purchased power and transmission expense are discussed above in Gross Profit. The remaining components of the changes in operating expenses are discussed below.



Other Operating and Maintenance



Other operating and maintenance expenses for the first quarter of 2004
increased $0.7 million compared with the same period in 2003. The increase is due to legal expenses incurred in connection with the true-up proceeding discussed in Note 2 and higher tree trimming expenses.



Interest Expenses



Interest expenses increased $2.1 million for the three months ended March
31, 2004, compared to the same period in 2003. The increase reflects interest on TNMPs issuance of $250 million of 6.125 percent Senior Notes in June 2003.



Financial Condition



TNMP Liquidity



Affiliated Guarantee. In October 2003, the NMPRC granted TNMPs request for the authority to extend a portion of the guarantees that TNMP
provided for certain power supply obligations of First Choice. TNMP expects that its authority to guarantee the power supply obligations of First Choice will terminate on June 1, 2004, when First Choice expects to have established a bankruptcy
remote SPE under authorization granted by the PUCT in Docket No. 29081. The SPE will be established in connection with First Choices power supply agreement with Constellation.



TNMP6.25 Percent Senior Notes Due in 2009. In February 2004,
TNMP repurchased $5 million of the $175 million of 6.25 percent Senior Notes due in 2009. TNMP repurchased an additional $2.3 million of the Senior Notes in April 2004.



TNMPs cash flow from operations for the quarter ended March 31, 2004 was $4.5 million higher than in the quarter ended
March 31, 2003. The factors causing the increase in cash flow from operations are summarized in the following table (in millions).



|                                                                |  |                                         |      |  
|--------------------------------------------------------------- |  | --------------------------------------- | ---- | -
|                                                                |  | Cash FlowIncrease(Decrease)             |     
|                                                                |  | Three MonthsEnded March 31,2004 v. 2003 |     
|Increased cash flow from sales, net of purchased power payments |  | $                                       | 4.8  |  
|Interest paid, net of amounts capitalized                       |  |                                         | 1.5  |  
|Other taxes paid                                                |  |                                         | (1.3 | )
|All other                                                       |  |                                         | (0.5 | )
|                                                                |  |                                         |      |  
|TNMP consolidated cash flow from operations                     |  | $                                       | 4.5  |  
|                                                                |  |                                         |      |  



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Increases in the cash flow for the quarter ended March 31, 2004 were primarily attributable to
improvements in the timeliness of customer payments during 2004 and increased rental payments due to the timing of billings for electric property rent. In addition, interest paid on outstanding debt decreased by $1.5 million, attributable to a $1.5
million payment made in the first quarter of 2003 for interest on the TNMP/First Choice Credit Facility that expired in October 2003. Interest payments on TNMPs $250 million of 6.125 percent Senior Notes due in 2008, which were issued in June
2003, will be made in May and November of each year. The increased cash flows were partially offset by higher payments for street rental taxes in Texas.



TNMP believes that cash flow from its operations and cash on hand will be sufficient to meet its working capital requirements at least through the end of
2005, without the need for additional bank financing. TNMPs cash balance as of March 31, 2004, was approximately $52 million.



Item 4. Controls and Procedures.



As of March 31, 2004, the Chief Executive Officer and Chief Financial Officer of TNMP evaluated the effectiveness of the companies disclosure controls and procedures pursuant to applicable Exchange Act Rules. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer of TNMP have each concluded that these disclosure controls and procedures are effective in timely alerting them to material information relating to their respective companies
(including their consolidated subsidiaries) that is required to be included in TNMPs periodic SEC filings.



There have been no significant changes in TNMPs internal controls or in other factors that could significantly affect these controls during the
three months ended March 31, 2004.



PART II - OTHER INFORMATION



Item 1. Legal Proceedings



See Notes 2 and 7 for information regarding additional regulatory and legal matters.



Item 6. Exhibits and Reports on Form 8-K



|(a) | Exhibits
|--- | --------



|       |  |                                                                                                                        
|------ |  | -----------------------------------------------------------------------------------------------------------------------
|(31.1) |  | Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act.                             
|(31.2) |  | Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act.                             
|(32.1) |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|(32.2) |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



|(b) | Reports on Form 8-K:
|--- | --------------------



TNMP filed an 8-K dated March 2, 2004 to report the issuance of its 2003 financial results.



Statement Regarding Forward Looking Information



The discussions in this document that are not historical facts, including, but not limited to, future cash flows and the potential recovery of stranded costs are based upon current expectations. Actual results may
differ materially. Among the facts that could cause the results to differ materially from expectations are the following: decisions in connection with regulatory proceedings, including PUCT Docket No. 29206, the stranded cost true-up proceeding of
TNMP; the effects of accounting pronouncements that may be issued periodically; changes in regulations affecting TNMPs businesses; insurance coverage available for claims made in litigation; general business and economic conditions; and other
factors described from time to time in its reports filed with the Securities and Exchange Commission (SEC). TNMP wishes to caution readers not to place undue reliance on any such forward looking statements, which are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                  |  |                                |  |                                                
|----------------- |  | ------------------------------ |  | -----------------------------------------------
|                  |  | TEXAS-NEW MEXICO POWER COMPANY
|                  |  |                               
|Date: May 4, 2004 |  | By                             |  | \s\ JACK V. CHAMBERS                           
|                  |  |                                |  | Jack V. Chambers                               
|                  |  |                                |  | Chief Executive Officer                        
|                  |  |                               
|Date: May 4, 2004 |  | By                             |  | \s\ SCOTT FORBES                               
|                  |  |                                |  | Scott Forbes                                   
|                  |  |                                |  | Senior Vice President & Chief Financial Officer



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