Exhibit 4.2


UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY  TRUST COMPANY,  A NEW YORK  CORPORATION  ("DTC"),  TO ARIZONA PUBLIC
SERVICE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY  CERTIFICATE  ISSUED IS  REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER  NAME AS IS  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY
PAYMENT  IS MADE TO CEDE & CO. OR TO SUCH  OTHER  ENTITY AS IS  REQUESTED  BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  INASMUCH AS THE  REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                         ARIZONA PUBLIC SERVICE COMPANY

                              6.375% Note Due 2011

No. 1                                                               $400,000,000
                                                           CUSIP No. 040555 CC 6

     Arizona Public Service  Company,  a corporation duly organized and existing
under the laws of Arizona (herein called the "Company",  which term includes any
successor  Person  under  the  Indenture  hereinafter  referred  to),  for value
received,  hereby  promises to pay to Cede & Co.,  or  registered  assigns,  the
principal sum of Four Hundred  Million  Dollars on October 15, 2011,  and to pay
interest  thereon from October 5, 2001 or from the most recent Interest  Payment
Date to which  interest has been paid or duly  provided  for,  semi-annually  in
arrears on April 15 and October 15 in each year,  commencing  April 15, 2002, at
the rate of 6.375%,  until the  principal  hereof is paid or made  available for
payment.

     The interest so payable,  and punctually  paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in  whose  name  this  Security  (or  one or  more  Predecessor  Securities)  is
registered  at the  close  of  business  on the  Regular  Record  Date  for such
interest,  which shall be April 1 or October 1, as the case may be,  immediately
preceding the Interest  Payment Date (whether or not a Business  Day).  Any such
interest not so punctually  paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular  Record Date and may either be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest to be fixed by the Trustee,  notice  whereof  shall be
given to Holders  of  Securities  of this  series not less than 10 days prior to
such Special  Record Date, or be paid at any time in any other lawful manner not
inconsistent  with the  requirements  of any  securities  exchange  on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of (and premium,  if any) and any interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the City of New York,  in such coin or currency of the United  States
of America as at the time of payment is legal  tender for  payment of public and
private debts;  provided,  however, that at the option of the Company payment of
interest  may be made by check  mailed to the  address  of the  Person  entitled
thereto as such address shall appear in the Security Register.

     Reference  is hereby made to the further  provisions  of this  Security set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.
<PAGE>
     Unless the  certificate of  authentication  hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed under its corporate seal.

                                        ARIZONA PUBLIC SERVICE COMPANY


                                        By
                                           -------------------------------------
                                           Vice President, Finance

Attest:


---------------------------------
Vice President and Secretary

                                       2
<PAGE>
     This  Security  is one of a duly  authorized  issue  of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series  under an  Indenture,  dated as of January  15, 1998  (herein  called the
"Indenture",  which  term  shall  have  the  meaning  assigned  to  it  in  such
instrument),  between  the  Company  and The Chase  Manhattan  Bank,  as Trustee
(herein  called the "Trustee",  which term includes any successor  trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights,  limitations of rights,  duties and immunities thereunder
of the Company,  the Trustee and the Holders of the  Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  This
Security is one of the series designated on the face hereof,  which is unlimited
in aggregate principal amount.

     The Securities of this series are subject to redemption  upon not less than
30 days' notice by mail at the option of the Company,  in whole or in part, from
time to time at a  Redemption  Price equal to the  greater of (a) the  principal
amount of the Securities (or portion thereof) of this series to be redeemed plus
interest (if any) accrued to the Redemption  Date or (b) the  Make-Whole  Amount
(as defined  below) with respect to the Securities of this series to be redeemed
(the "Redemption Price").

     If notice has been given as  provided  in the  Indenture  and funds for the
redemption of any  Securities  (or any portion  thereof)  called for  redemption
shall  have been made  available  on the  Redemption  Date  referred  to in such
notice,  such Securities (or any portion thereof) will cease to bear interest on
the date fixed for such  redemption  specified in such notice and the only right
of the Holders of such  Securities  will be to receive payment of the Redemption
Price.

     Notice of any  optional  redemption  of  Securities  of this series (or any
portion  thereof) will be given to Holders at their  addresses,  as shown in the
Security  Register for such  Securities,  not more than 60 nor less than 30 days
prior to the date fixed for  redemption.  The notice of redemption will specify,
among other items,  the  Redemption  Price or, if not then known,  the manner of
calculation  thereof,  and the principal amount of the Securities of this series
held by such Holder to be redeemed.  If less than all of the  Securities of this
series  are to be  redeemed  at the option of the  Company,  the  Trustee  shall
select,  in such  manner as it shall deem fair and  appropriate,  the portion of
such Securities to be redeemed in whole or in part.

     As used herein:

          "MAKE-WHOLE AMOUNT" means the sum, as determined by a Quotation Agent,
of the present  values of the principal  amount of the Securities of this series
to be redeemed,  together  with  scheduled  payments of interest  (exclusive  of
interest to the Redemption Date) from the Redemption Date to the Stated Maturity
of the Securities of this series, in each case discounted to the Redemption Date
on a  semi-annual  basis,  assuming a 360-day year  consisting  of twelve 30-day
months,  at the Adjusted  Treasury Rate,  plus accrued  interest (if any) on the
principal  amount  of the  Securities  of  this  series  being  redeemed  to the
Redemption Date.

          "ADJUSTED  TREASURY RATE" means,  with respect to any Redemption Date,
(i)  the  yield,  under  the  heading  which  represents  the  average  for  the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15 (519)" or any successor  publication which is published
weekly  by the  Board of  Governors  of the  Federal  Reserve  System  and which
establishes  yields on actively  traded  U.S.  Treasury  securities  adjusted to
constant  maturity under the caption  "Treasury  Constant  Maturities,"  for the
maturity  corresponding  to the  Comparable  Treasury  Issue (if no  maturity is
within three months before or after the remaining term of the Securities of this
series,  yields for the two published  maturities most closely  corresponding to
the Comparable Treasury Issue

                                       3
<PAGE>
shall be  determined  and the Adjusted  Treasury Rate shall be  interpolated  or
extrapolated from such yields on a straight line basis,  rounding to the nearest
month) or (ii) if such  release  (or any  successor  release)  is not  published
during the week preceding the calculation  date or does not contain such yields,
the rate per year equal to the semi-annual  equivalent  yield to maturity of the
Comparable Treasury Issue,  calculated using a price for the Comparable Treasury
Issue  (expressed  as a  percentage  of  its  principal  amount)  equal  to  the
Comparable  Treasury Price for such Redemption  Date, in each case calculated on
the third Business Day preceding the Redemption Date, plus in each case 0.25%.

          "COMPARABLE  TREASURY ISSUE" means the U.S. Treasury security selected
by the Quotation  Agent as having a maturity  comparable  to the remaining  term
from the Redemption Date to the Stated Maturity of the Securities of this series
that  would  be  utilized,  at the  time of  selection  and in  accordance  with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Securities of this series.

          "QUOTATION AGENT" means the Reference  Treasury Dealer selected by the
Trustee after consultation with the Company.

          "REFERENCE TREASURY DEALER" means a primary U.S. Government securities
dealer selected by the Company.

          "COMPARABLE  TREASURY  PRICE"  means,  with respect to any  Redemption
Date, if clause (ii) of the definition of Adjusted  Treasury Rate is applicable,
the  average of three,  or such lesser  number as is  obtained  by the  Trustee,
Reference Treasury Dealer Quotations for such Redemption Date.

          "REFERENCE  TREASURY DEALER  QUOTATIONS"  means,  with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee,  of the bid and asked  prices for the  Comparable  Treasury  Issue,
expressed  in each  case as a  percentage  of its  principal  amount,  quoted in
writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

     The Securities of this series will not be subject to any sinking fund.

     In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the  unredeemed  portion  hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

     The Indenture contains  provisions for defeasance at any time of the entire
indebtedness  of the  Security or certain  restrictive  covenants  and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

     If an Event of Default  with  respect to  Securities  of this series  shall
occur and be  continuing,  the principal of the Securities of this series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee  without
the consent of such Holders in certain limited circumstances or with the consent
of the Holders

                                       4
<PAGE>
of 66-2/3% in principal amount of the Securities at the time Outstanding of each
series to be affected.  The Indenture  also contains  provisions  permitting the
Holders of specified  percentages in principal  amount of the Securities of each
series at the time  Outstanding,  on behalf of the Holders of all  Securities of
such series,  to waive compliance by the Company with certain  provisions of the
Indenture and certain past defaults under the Indenture and their  consequences.
Any such consent or waiver by the Holder of this  Security  shall be  conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any  Security  issued upon the  registration  of transfer  hereof or in exchange
herefor or in lieu hereof,  whether or not notation of such consent or waiver is
made upon this Security.

     As provided in and subject to the provisions of the  Indenture,  the Holder
of this  Security  shall not have the right to  institute  any  proceeding  with
respect to the Indenture or for the  appointment of a receiver or trustee or for
any other remedy thereunder,  unless such Holder shall have previously given the
Trustee  written  notice of a  continuing  Event of Default  with respect to the
Securities of this series,  the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the  Trustee  to  institute  proceedings  in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have  received  from the Holders of a majority in principal  amount of
Securities of this series at the time Outstanding a direction  inconsistent with
such  request,  and shall have failed to institute any such  proceeding,  for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit  instituted  by the Holder of this  Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

     No reference  herein to the  Indenture and no provision of this Security or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and unconditional, to pay the principal of and any premium and interest
on this  Security  at the times,  place and rate,  and in the coin or  currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the transfer of this Security is registrable  in the Security  Register,
upon  surrender of this Security for  registration  of transfer at the office or
agency of the  Company in any place where the  principal  of and any premium and
interest on this  Security are payable,  duly endorsed by, or  accompanied  by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Security  Registrar  duly  executed by, the Holder  hereof or his attorney  duly
authorized in writing,  and thereupon one or more new  Securities of this series
and of like  tenor,  of  authorized  denominations  and for the  same  aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered  form without
coupons  in  denominations  of $1,000  and any  integral  multiple  thereof.  As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  and of like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

     No service  charge shall be made for any such  registration  of transfer or
exchange,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

                                       5
<PAGE>
     Prior to due presentment of this Security for registration of transfer, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this  Security is  registered  as the owner  hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     All terms used in this Security  which are defined in the  Indenture  shall
have the meanings assigned to them in the Indenture.


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated  therein referred to
in the within-mentioned Indenture.

Dated: October __, 2001                 THE CHASE MANHATTAN BANK
                                        AS TRUSTEE


                                        By
                                           -------------------------------------
                                           AUTHORIZED OFFICER

                                       6