Exhibit 3.1
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                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                               PNM RESOURCES, INC.






                       RESTATED ARTICLES OF INCORPORATION
                           AS FILED FEBRUARY 22, 2002






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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 November 16, 2001.
The Restated Articles of Incorporation correctly set forth without change the
corresponding provisions of the original Articles of Incorporation of PNM
Resources, Inc. (formerly named Manzano Corporation) as filed March 3, 2000, as
amended on April 12, 2001 and July 13, 2001, and supercede the original Articles
of Incorporation and all previous amendments thereto.

                                    ARTICLE I

                                      Name
                                      ----

         The name of the Corporation is PNM Resources, Inc.

                                   ARTICLE II

                               Period of Duration
                               ------------------

         The period of its duration is perpetual.

                                   ARTICLE III

                                     Purpose
                                     -------

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

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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.

         (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.

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

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

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

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

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

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

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

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

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

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

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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. To the extent and in the manner provided by law,
the directors may be classified as to the time for which they severally hold
office, in accordance with the Bylaws of the Corporation.

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

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                 Name                                 Address
                 ----                                 -------

          John T. Ackerman                      165 Sol de Oro Court
                                                Corrales, NM 87048

          Robert G. Armstrong                   2608 North Washington
                                                Roswell, NM 88201

          Joyce A. Godwin                       904 Brazos Place SE
                                                Albuquerque, NM 87123

          Benjamin F. Montoya                   Alvarado Square, MS 2824
                                                Albuquerque, NM 87158

          Theodore F. Patlovich                 11109 Bobcat NE
                                                Albuquerque, NM 87122

          Robert M. Price                       14579 Grand Ave. S., Suite 100
                                                Burnsville, MN 55306

          Jeffry E. Sterba                      Alvarado Square, MS 2802
                                                Albuquerque, NM 87158


                                   ARTICLE VII

                             Limitation on Liability
                             -----------------------

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


                                  ARTICLE VIII

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


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                                   ARTICLE IX

                                  Incorporator
                                  ------------

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

         Dated February 18, 2002.

                                      PNM RESOURCES, INC.


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



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