Exhibit 10.22.1

**SECOND AMENDMENTTO THE RESTATED AND AMENDEDPUBLIC SERVICECOMPANY OF NEW MEXICOACCELERATEDMANAGEMENT PERFORMANCE PLAN(1988)**

            THIS IS THESECOND AMENDMENT to the Restated and Amended Public Service Company of NewMexico Accelerated Management Performance Plan (1988) (the "AMP") is made this8th day of December, 1992, by the Public Service Company of NewMexico (the "Company").

            WHEREAS,the Company adopted the AMP, in 1981 in order to provide for the accelerationof the accrual of retirement benefits for various executives of the Company;

            WHEREAS,under Section 9.01 of the plan document, the Company reserved the right at anytime to amend the AMP;

            WHEREAS,during the period from 1982 through 1986, certain executives retired from theCompany (the "Pre-1988 Retirees") and commenced receiving benefits under theAMP and the PNM Employees' Retirement Plan (the "Retirement Plan").

            WHEREAS, areview of the files maintained by the Company's Employee Benefits Departmentwith respect to the Pre-1988 Retirees indicates the amounts applicable to eachexecutive varies between the amount paid pursuant to the AMP and the amountpaid pursuant to the Retirement Plan because the method of calculation of suchpayments was inconsistent with such plans as authorized by the Board ofDirectors of the Company (the "Board"); although, the total monthly amountbeing paid each such executive is not materially inaccurate;

            WHEREAS, asa result of such calculations, a certain portion of the retirement benefits arebeing paid to Pre-1988 Retirees or their spouses, from the general assets ofthe Company rather than from the Retirement Plan, although such payments werenot previously authorized pursuant to the AMP plan document;

            WHEREAS,the Company recognizes that to discontinue or to correct such payments at thistime would cause ill will and misunderstanding with the retirees and currentemployees and may result in protracted and expensive litigation; and

            WHEREAS, toavoid disruption to the lives of the Pre-1988 Retirees, and to avoid the timeand expense of litigation and the ill will that such disruption of suchbenefits would create, the Company shall continue such payments to thosePre-1988 Retirees or their survivors, as may be applicable, in such amounts asset forth in the Second Amendment. 

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Exhibit 10.22.1

           NOW, THEREFORE, the Company doeshereby amend the AMP in the manner and to the extent hereinafter set forth:

            NewSections 5.05, 5.06 and 5.07 are hereby added to the AMP plan document to readas follows:

            5.05  Benefits Payable to Pre-1988 Retirees.  Those Pre-1988 Retirees listed in Exhibit"B" shall receive a monthly annuity for the remainder of each such Pre-1988Retiree's life and, if applicable, a survivor annuity to his or her spouse, inan amount set forth opposite the Pre-1988 Retiree's name on Exhibit "B".

            5.06  Applicability of Other Plan Provisions.  The Method of Distribution, Source ofPayments, Forfeitures, Plan Administration, Amendment and Termination andMiscellaneous provisions (Section 5.03 and Articles 6, 7, 8 and 9 respectively)of the AMP plan document shall apply equally to the Pre-1988 Retirees, as setforth in Section 5.05, as if such Pre-1988 Retirees were either "Employees" or"Participating Employees" pursuant to the AMP plan document.

            5.07  Non-Cumulative Benefits. The Second Amendment ratifies and confirms the continuing payment ofcertain retirement benefits which the Pre-1988 Retirees have been receiving,but is not intended to increase any such amounts or increase any benefits orthe form of the benefits currently being received by such Pre-1988 Retirees.

            IN WITNESSWHEREOF, Public Service Company of New Mexico has caused this Second Amendmentto the AMP to be executed by its authorized officers the date and year firstabove written.

                                                                        PUBLICSERVICE COMPANY

                                                                        OFNEW MEXICO

                                                                        By _____/s/__J.T. Ackerman__________

                                                                                    JOHNT. ACKERMAN, Chairman

                                                                                    AndPresident

ATTEST:         

__/s/_Karen A. Knight ______

Assistant Secretary

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Exhibit 10.22.1

EXHIBIT "B"

to the SecondAmendment to the Restated andAmended PublicService Company of New MexicoAcceleratedManagement Performance Plan (1988)
|                 | Benefit | Form		of      |
|----------------------|---------|---------------|
| Participant          | Amount  |  Benefit |
| Phillip		Archibeck   | 277.44  | 100% S.B.     |
| Wayne		Badsgard      | 165.72  | 100% S.B.     |
| Carl		David Bedford  | 510.83  | Life Only     |
| Raymond		C. Cainski  | 218.59  | 50% S.B.      |
| Earl W.		Carr        | 120.45  | 50% S.B.      |
| Ramona		Dunmore      | 23.04   | Life Only     |
| Ed		Fogelman         | 165.72  | 100% S.B.     |
| Frank		Gray          | 217.68  | Life Only     |
| Richard		Lake        | 266.51  | 2/3rds S.B.   |
| Ross		Mullins        | 51.73   | 2/3rds S.B.   |
| Mary		Salazar-Sutton | 186.80  | Life Only     |
| Jean		Smith          | 159.58  | Life Only     |

 S.B.  =  Survivor Benefit