EXHIBIT 10.43.1

================================================================================
                               PNM RESOURCES, INC.
                           2004 OFFICER INCENTIVE PLAN
================================================================================



INTRODUCTION
------------

This document serves as a comprehensive single source of information about the
PNM Resources, Inc. Officer Incentive Plan (the "Plan"). 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 the
Compensation Department.

PLAN OBJECTIVES
---------------

The Plan is designed to motivate and reward participants for achieving and
exceeding annual company, business unit and individual goals, and the
company-wide earnings per share ("EPS") goal.

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

The Plan is effective from January 1, 2004 through December 31, 2004 (the "Plan
Year"). Management reserves the right, however, to adjust, amend or suspend the
Plan at its discretion during the Plan Year, with the approval of the Human
Resources and Compensation Committee (the "Committee") of the Board of Directors
(the "Board").

ADMINISTRATION
--------------

o    Plan Year Goals
     ---------------

     Individual goal sets (e.g. combined company, business unit, and individual)
     will be established for each Officer. After considering the recommendations
     of management, the Committee will approve the company-wide EPS goals
     against which performance will be measured for the Plan Year.

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 which will be
     used to calculate 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.

ETHICS
------

The purpose of the Plan is to fairly reward performance achievement. Any
employee who manipulates or attempts to manipulate the Plan for personal gain at
the expense of customers, other employees or company objectives will be subject
to appropriate disciplinary action, up to and including termination of
employment.

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ELIGIBILITY
-----------

All officers are eligible to participate in the Plan. For purposes of this Plan,
officer means any employee of the company with the title of Chief Executive
Officer, President, Executive Vice President, Senior Vice President or Vice
President.

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 or
       disability during the Plan Year. (Note: For purposes of the Plan,
       "retirement" means termination of employment with the company and all
       affiliates after the employee has attained: (1) age forty-five and twenty
       years of service; (2) age fifty-five and ten years of service; (3) the
       age at which the early distribution penalty of Section 72(t) of the
       Internal Revenue Code no longer applies and five years of service; or (4)
       any age and thirty years of service.)

     - Participants who die during the Plan Year, in which case the award will
       be paid to the spouse of a married participant or the legal
       representative of an unmarried 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 death, impaction or
     retirement (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
     ----------------------------------

     Please refer to the PNM Resources, Inc. Officer Retention Plan for
     additional information.

o    Eligible Base for Incentive Purposes
     ------------------------------------

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

AWARD DETERMINATION
-------------------

Awards may be earned for performance that provides additional 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    Performance Thresholds
     ----------------------

     In order to be eligible for incentive awards, the following performance
     threshold must be met for 2004 (Individual Award):

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     - Overall combined company, business unit, and individual goal performance
       that at least achieves the threshold performance level. If this
       performance threshold is not met, no award will be paid for the Plan
       Year.

     In order to be eligible for the award enhancement, the following
     performance threshold must be met for 2004:

     - Company-wide EPS that at least achieves $1.90. If this performance
       threshold is not met, no award enhancement will be applied.

o    Combined Company, Business Unit, and Individual Performance Award
     Opportunity

     For the 2004 Plan Year, the combined company, business unit, and individual
     performance (Individual Award) opportunities are as follows:

    ----------------------------------- -------------------------------------
           Award Eligibility Level              Individual Goal Set
    ----------------------------------- -------------------------------------
                                         Threshold*    Stretch*     Optimal*
    ----------------------------------- ------------ ------------ -----------
    Vice-President                          4.0%         7.0%        10.0%
    ----------------------------------- ------------ ------------ -----------
    Senior Vice-President                   4.8%         8.4%        12.0%
    ----------------------------------- ------------ ------------ -----------
    Executive Vice-President                5.6%         9.8%        14.0%
    ----------------------------------- ------------ ------------ -----------
    Chairman, President, and CEO            11.2%        19.6%       28.0%
    ----------------------------------- ------------ ------------ -----------

     *  Award calculated as a percentage of salary grade midpoint

o    Earnings Per Share (EPS) Award Enhancement
     ------------------------------------------

     For the 2004 Plan Year, the EPS award enhancement opportunities are as
follows:
<TABLE>
<CAPTION>
------------------------------- ------------------------------------ -----------------------------------------
<S>                                     <C>                                  <C>
 EPS Threshold Target = $1.90           EPS = $1.91 to $2.14                 EPS Optimal Target = $2.15
------------------------------- ------------------------------------ -----------------------------------------
Individual Award is enhanced 2x Workgroup Award is enhanced 2x to 5x Individual Award is enhanced a maximum of
                                 using straight-line interpolation                       5x
------------------------------- ------------------------------------ -----------------------------------------
</TABLE>

     For this Plan, EPS is defined as net income related to running the business
     (excluding certain extraordinary items or events that result in windfalls
     or penalties which are not in keeping with the spirit of the Plan) divided
     by the number of shares of PNM Resources, Inc. common stock outstanding.

     Note:  See Appendix for award opportunity matrix.

o    Award Calculation
     ----------------

     Combined company, business unit, and individual goal performance that meets
     or exceeds the threshold target level will be eligible for an award. The
     amount of each participant's award is determined by the participant's
     eligibility level and the level of combined company, business unit, and
     individual goal performance in the "Combined Company, Business Unit, and
     Individual Performance Award Opportunity" table above.

     Company EPS performance that meets or exceeds the threshold target will
     serve as an enhancement to the award paid for workgroup performance. As
     identified in the "EPS Award Enhancement" table above, the award
     enhancement will be a minimum of 2x at the EPS threshold target, a maximum
     of 5x at the EPS optimal target, and interpolated between the EPS threshold
     and optimal targets.

     The resulting percent is multiplied by the participant's eligible salary
     grade midpoint to determine the amount of the participant's award.

     For Example: Assume that overall workgroup results are at the optimal
     performance level and company-wide EPS performance is $2.03 (halfway point
     between EPS threshold and optimal targets). A participant who is eligible

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     for an award at the Vice-President eligibility level would receive an award
     of 35% of salary grade midpoint for the Plan Year. That is, workgroup
     optimal performance resulting in an award of 10%, which is then enhanced
     3.5x (halfway point between threshold and optimal multipliers) for EPS
     performance. Assuming the participant's salary grade midpoint is $160,000
     the award would be $56,000 ($160,000 x 35.0%).


                                                                       Appendix
                           2004 Officer Incentive Plan
                                  Award Matrix


                                    CEO
                       Payout as Percent of Midpoint
      Workgroup Goals                           EPS Multiplier
     Level         Payout         Threshold (2x)    Stretch     Optimal (5x)
                                                     (3.5x)
---------------- ------------     --------------- ------------- -------------
Threshold           11.2%             22.4%          39.2%         56.0%
Stretch             19.6%             39.2%          68.6%         98.0%
Optimal             28.0%             56.0%          98.0%         140.0%


                                    EVP
                       Payout as Percent of Midpoint
      Workgroup Goals                           EPS Multiplier
     Level         Payout         Threshold (2x)    Stretch     Optimal (5x)
                                                     (3.5x)
---------------- ------------     --------------- ------------- -------------
Threshold           5.6%              11.2%          19.6%         28.0%
Stretch             9.8%              19.6%          34.3%         49.0%
Optimal             14.0%             28.0%          49.0%         70.0%


                                    SVP
                       Payout as Percent of Midpoint
      Workgroup Goals                           EPS Multiplier
     Level         Payout         Threshold (2x)    Stretch     Optimal (5x)
                                                     (3.5x)
---------------- ------------     --------------- ------------- -------------
Threshold           4.8%               9.6%          16.8%         24.0%
Stretch             8.4%              16.8%          29.4%         42.0%
Optimal             12.0%             24.0%          42.0%         60.0%


                                     VP
                       Payout as Percent of Midpoint
      Workgroup Goals                           EPS Multiplier
     Level         Payout         Threshold (2x)    Stretch     Optimal (5x)
                                                     (3.5x)
---------------- ------------     --------------- ------------- -------------
Threshold           4.0%               8.0%          14.0%         20.0%
Stretch             7.0%              14.0%          24.5%         35.0%
Optimal             10.0%             20.0%          35.0%         50.0%


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