EXHIBIT 10.43.1
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                      PUBLIC SERVICE COMPANY OF NEW MEXICO
                           2002 OFFICER INCENTIVE PLAN
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INTRODUCTION
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This plan serves as comprehensive single source of information about the Public
Service Company of New Mexico ("PNM") annual incentive program for company
officers. It describes the objectives of the plan, its various elements, and how
they function. If you have questions that are not addressed by this document,
please direct them to your manager.


PLAN OBJECTIVES
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The plan is designed to:

o   Attract, motivate and retain key officer talent in a competitive
    business environment.

o   Link the interests of officers with those of our shareholders through
    short-term incentives.

o   Align total short-term cash compensation opportunities with competitive
    practices.

o   Reinforce a total compensation mix for officers that is risk/reward
    oriented.

o   Customize the plan to meet the needs of specific business segments.

EFFECTIVE DATES
---------------

The plan is effective from January 1, 2002 through December 31, 2002 (the "Plan
Year"). The Board Governance and Human Resources Committee (the "Committee") of
the Board of Directors (the "Board") reserves the right, however, to adjust,
amend or suspend the plan at its discretion during the Plan Year.

ADMINISTRATION
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o   Plan Year Goals

    Prior to the beginning of the Plan Year, after considering the
    recommendations of management, the Committee will approve the corporate
    goals against which performance will be measured for the Plan Year. The
    goals will be communicated to all eligible participants as soon thereafter
    as feasible.

o   Incentive Award Approvals and Payout Timing

    Shortly after the end of the Plan Year, the Committee or the Board will, in
    its sole discretion, determine the final performance results that will be
    used to determine awards, if any. Awards will be distributed by check to
    eligible participants following such approval during the first quarter
    following the end of the Plan Year, normally in February.

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ELIGIBILITY
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All officers of the company are eligible to participate in the plan.

o    Pro Rata Awards for Partial Service Periods

     Pro rata awards for the number of months actively employed at each
     eligibility level during the Plan Year will be paid to the following
     participants at the time awards are paid to all participants: (Note: Any
     month in which a participant is actively on the payroll for at least one
     day will count as a full month.)

     - Participants who are newly hired during the Plan Year.

     - Participants who are promoted, transferred or demoted during the Plan
       Year.

     - Participants who are on leave of absence for any full months during the
       Plan Year.

     - Participants who are impacted or leave the company due to retirement
       during the Plan Year.

     - The spouse or legal representative of a deceased participant.


o    Forfeiture of Awards

     Any participant who terminates employment on or before awards are
     distributed for the Plan Year for any reason other than those stated above
     (e.g. voluntary separation, termination for performance or misconduct, even
     if the terminated participant elects to take retirement) will not be
     eligible for payment of an award.

o    Provisions for a Change in Control

     The following provisions will apply should a Change in Control (CIC) of
     the company occur:

     - If neither the plan nor the participant are terminated due to a CIC
       during the Plan Year, a full year award equal to the higher of 50% of the
       maximum award opportunity or the award that results from projecting
       performance results through year-end based on year-to-date performance as
       of the CIC, if feasible, will be paid to all employees who are still
       active as of December 31 of the Plan Year.

     - If either the plan or the participant is terminated as a result of a CIC
       during the Protection Period (as defined in the Retention Plans), a pro
       rata award equal to the higher of 50% of the maximum award opportunity or
       the award that results from projecting performance results through
       year-end based on year-to-date performance as of the CIC, if feasible,
       will be paid upon termination for the number of months worked during the
       Plan Year.


o    Eligible "Base" for Incentive Purposes

     For the purpose of incentive calculations, the salary range midpoint
     effective December 31 of the Plan Year is defined as the participant's
     eligible base unless the participant has been demoted during the Plan Year.
     In this event, the officer's award may be prorated based on the period of
     time worked at each level.

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AWARD DETERMINATION
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Awards may be earned for performance that provides value to our shareholders.
The incremental performance needed to fund awards is taken into consideration in
establishing performance thresholds and goals under the plan.

o    Minimum Performance Threshold

     The EPS "Threshold" indicated on the EPS performance scale in Attachment A
     must be achieved before any payout will be made for the 2002 Plan Year.

o    Maximum Award Opportunity

     For the 2002 Plan Year, the maximum award opportunities are as follows:

           Eligibility Level                  Maximum Award Opportunity
           -----------------                  -------------------------
           Vice President                           50% of Midpoint
           Senior Vice President                    60% of Midpoint
           Executive Vice President                 70% of Midpoint
           Chairman, President and CEO             100% of Midpoint


PERFORMANCE CRITERIA
--------------------

The following stand-alone performance criteria are used to determine awards
under the plan:

o    Team Performance: These goals, which are agreed upon at the beginning of
     the Plan Year, are identical for all officers. This scale does not provide
     for interpolation of awards.

o    Individual/Unit Performance: These goals, which are agreed upon at the
     beginning of the Plan Year, are customized by officer and may include
     measurements such as overall Results Pay Plan Workgroup performance for
     each officer's area of responsibility, business segment EPS and/or specific
     individual goals of critical importance that can be linked to one-year
     performance milestones for the officer. This scale does not provide for
     interpolation of awards.

o    Personal Effectiveness: Each officer's personal effectiveness, as measured
     against a list of Officer Core Attributes, comprises this measurement. The
     scale for Personal Effectiveness provides for an award ranging threshold to
     optimal as indicated on the matrix.


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