EXHIBIT 10.7.5



<PAGE>

                               MODIFICATION NO. 10

                                       TO

                      SAN JUAN PROJECT OPERATING AGREEMENT

                                     BETWEEN

                      PUBLIC SERVICE COMPANY OF NEW MEXICO

                                       AND

                          TUCSON ELECTRIC POWER COMPANY


         This  Modification No. 10 to the San Juan Project  Operating  Agreement
between PUBLIC SERVICE  COMPANY OF NEW MEXICO ("New Mexico") and TUCSON ELECTRIC
POWER COMPANY ("Tucson"),  hereinafter referred to collectively as the "Parties"
or  "Participants",  is hereby  entered  into and  executed  as of the 30 day of
November, 1995.

         WITNESSETH:

         WHEREAS,  the Parties  entered into an  agreement  described as the San
Juan  Project  Operating  Agreement  effective  January 1, 1973,  as modified by
Modification  No. 1 on May 16,  1979,  Modification  No. 2 on December 31, 1983,
Modification  No. 3 on July 17,  1984,  Modification  No. 4 on October 25, 1984,
Modification  No. 5 on July 1,  1985,  Modification  No.  6 on  April  1,  1993,
Modification  No. 7 on April 1, 1993,  Modification No. 8 on September 15, 1993,
and  Modification  No. 9 on January  12,  1994  ("Operating  Agreement"),  which
establishes  certain terms and conditions  relating to their  participation  and
responsibility in the operation of the San Juan Project; and

                                        1

<PAGE>

         WHEREAS,  on June 1, 1994,  Century Power  Corporation  ("Century") and
Tri-State  Generation and Transmission  Association,  Inc., a Colorado nonprofit
cooperative corporation ("Tri-State"), entered into the San Juan Unit 3 Purchase
Agreement ("Tri-State Purchase Agreement"), whereby Tri-State agreed to purchase
from Century an 8.2 percent undivided ownership interest in San Juan Unit 3; and

         WHEREAS, the Tri-State Purchase Agreement provides, among other things,
that Tri-State,  upon closing of the  transaction  provided for in the Tri-State
Purchase  Agreement,  will have the  voting  rights  and  obligations  of a Unit
Participant on San Juan Project  Committees as said rights and  obligations  are
set forth in the Project Agreements; and

         WHEREAS,  New  Mexico  and  Tucson  desire to  clarify  the  rights and
responsibilities  of Participants and Unit  Participants in the San Juan Project
as a result of Tri-State's  purchase of an undivided interest in Unit 3 pursuant
to the Tri-State Purchase Agreement.

         NOW,  THEREFORE,  the Parties  agree that the  Operating  Agreement  is
hereby amended as follows:

         1.0 Effective Date.  This  Modification  No. 10 shall become  effective
immediately  upon  the  Closing  of  Tri-State's  purchase  of the  8.2  percent
undivided  interest  in Unit 3 pursuant  to the  Tri-State  Purchase  Agreement,
currently anticipated to be in January 1996.


                                        2

<PAGE>

         2.0 Amended  Section  7.3.2.  Section 7.3.2 shall be amended to read in
its entirety as follows:

                  7.3.2 With respect to matters involving and not solely related
to San Juan Unit 3, Tucson,  as a Participant  holding  voting rights on all San
Juan  Project  Committees,   including,  without  limitation,  the  Coordination
Committee,  the Engineering and Operating Committee, and the Auditing Committee,
shall retain such voting rights for SCPPA and Tri-State in accordance with their
respective interests, with the obligation to consult with SCPPA and Tri-State on
all matters  involving  the San Juan Project which affect San Juan Unit 3 as set
forth in the San Juan Unit No. 3 Purchase  Agreement and the Tri-State  Purchase
Agreement  (Century  having  transferred  to Tri-State an undivided  8.2 percent
interest in San Juan Unit 3).

         3.0 Amended Section 17.1.  Section 17.1 shall be amended to read in its
entirety as follows:

                  17.1 The expenses for the operation and maintenance of the San
Juan Project which are chargeable to FERC Accounts 426, 500, 502, 505, 506, 507,
and 510 through 514; 556, 557A; and 924 (when  appropriate) shall be apportioned
among the Participants and Unit Participants, as follows:

                  17.1.1  Prior to the Transfer Date in accordance with the
following percentages:

                  A.       Participants New Mexico - 50 percent
                           Tucson - 50 percent


                                        3

<PAGE>

                  17.1.2 On and after  Tri-State's  purchase  of the 8.2 percent
undivided  interest in Unit 3 pursuant to the Tri-State Purchase  Agreement,  in
accordance with the following percentages:

                  17.1.2.1  For  Units  1  and  2  and  for  all  equipment  and
facilities  directly  related  to  the  Units  1 and 2 in  accordance  with  the
following percentages:

                  A.       Participants
                            1.      New Mexico - 50 percent
                            2.      Tucson - 50 percent

                  B.       Unit Participants
                            1.      M-S-R - 0 percent
                            2.      City of Farmington - 0 percent
                            3.      Tri-State - 0 percent
                            4.      Los Alamos County - 0 percent
                            5.      SCPPA - 0 percent
                            6.      City of Anaheim - 0 percent
                            7.      UAMPS - 0 percent

                  17.1.2.2 For Unit 3 and all equipment and facilities  directly
related only to Unit 3 in accordance with the following percentages:

                  A.       Participants
                            1.      New Mexico - 50 percent
                            2.      Tucson - 0 percent



                                        4

<PAGE>

                  B.       Unit Participants
                            1.      M-S-R - 0 percent
                            2.      City of Farmington - 0 percent
                            3.      Tri-State - 8.2 percent
                            4.      Los Alamos County - 0 percent
                            5.      SCPPA - 41.8 percent
                            6.      City of Anaheim - 0 percent
                            7.      UAMPS - 0 percent

                  17.1.2.3  For  Unit 4 and for  all  equipment  and  facilities
directly related only to Unit 4 in accordance with the following percentages:

                  A.       Participants
                            1       New Mexico - 38.457 percent
                            2.      Tucson - 0 percent

                  B.       Unit Participants
                            1.      M-S-R - 28.8 percent
                            2.      City of Farmington - 8.475 percent
                            3.      Tri-State - 0 percent
                            4.      Los Alamos County - 7.20 percent
                            5.      SCPPA - 0 percent
                            6.      City of Anaheim - 10.04 percent
                            7.      UAMPS - 7.028 percent

                  17.1.2.4 For equipment and  facilities  common only to Units 1
and 2, in accordance with the following percentages:


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<PAGE>

                  A.       Participants
                            1.      New Mexico - 50 percent
                            2.      Tucson - 50 percent

                  B.       Unit Participants
                            1.      M-S-R - 0 percent
                            2.      City of Farmington - 0 percent
                            3.      Tri-State - 0 percent
                            4.      Los Alamos County - 0 percent
                            5.      SCPPA - 0 percent
                            6.      City of Anaheim - 0 percent
                            7.      UAMPS - 0 percent

                  17.1.2.5 For equipment and  facilities  common only to Units 3
and 4, in accordance with the following percentages:

                  A.       Participants
                            1.      New Mexico - 44.119 percent
                            2.      Tucson - 0 percent

                  B.       Unit Participants
                            1.      M-S-R- 14.4 percent
                            2.      City of Farmington - 4.249 percent
                            3.      Tri-State-4.1 percent
                            4.      Los Alamos County - 3.612 percent
                            5.      SCPPA 20.9 percent
                            6.      City of Anaheim -  5.07 percent
                            7.      UAMPS - 3.55 percent


                                        6

<PAGE>

                  17.1.2.6  For the  Switchyard  Facilities  except as otherwise
provided  in Section 15 of the  Co-Tenancy  Agreement,  in  accordance  with the
following percentages:

                  A.       Participants
                            1.      New Mexico - 65 percent
                            2.      Tucson - 35 percent

                  B.       Unit Participants
                            1.      M-S-R - 0 percent
                            2.      City of Farmington - 0 percent
                            3.      Tri-State - 0 percent
                            4.      Los Alamos County - 0 percent
                            5.      SCPPA - 0 percent
                            6.      City of Anaheim - 0 percent
                            7.      UAMPS - 0 percent

                  17.1.2.7 For the SO2 chemical plant system,  except absorbers,
and for the chemical laboratory,  including neutralizers, in accordance with the
following percentages:

                  A.       Participants
                            1.      New Mexico - 46.297 percent
                            2.      Tucson -19.8 percent

                  B.       Unit Participants
                            1.      M-S-R - 8.7 percent
                            2.      City of Farmington - 2.559 percent
                            3.      Tri-State - 2.49 percent
                            4.      Los Alamos County - 2.175 percent
                            5.      SCPPA- 12.71 percent

                                        7

<PAGE>

                            6.      City of Anaheim - 3.10 percent
                            7. UAMPS - 2.169 percent

                  17.1.2.8 Except as provided in Exhibit  lll(g),  for equipment
and  facilities  common  to all of the  units,  and  all  Project  expenses  not
identifiable  by unit and not  otherwise  listed above,  in accordance  with the
following percentages:

                  A.       Participants
                            1.      New Mexico - 46.297 percent
                            2.      Tucson - 19.8 percent

                  B.       Unit Participants
                            1.      M-S-R - 8.7 percent
                            2.      City of Farmington - 2.559 percent
                            3.      Tri-State - 2.49 percent
                            4.      Los Alamos County - 2.175 percent
                            5.      SCPPA- 12.71 percent
                            6.      City of Anaheim - 3.10 percent
                            7.      UAMPS - 2.169

                  17.1.3 In the event of a shutdown  of any or either of Units 1
and/or 2, the expenses  incurred in connection with the shutdown  (including but
not limited to removal,  salvage,  cleanup,  and  protection  service)  shall be
equally apportioned between the Participants. In the event of a shutdown of Unit
3, said expenses shall be allocated as set forth in Paragraph  17.1.2.2.  In the


                                        8

<PAGE>

event of a shutdown of Unit 4, said expenses shall be allocated  as set forth in
paragraph 17.1.2.3.  Expenses which are attributable to equipment and facilities
common to more than one unit shall be apportioned  in accordance  with paragraph
17.1.2.

         4.0 Amended Exhibit lll.  Exhibit lll (a-i) shall be amended to read in
its entirety as shown on the attached Exhibit lll (a-i).

         5.0 Amended  Section  31.10.  Section 31.10 shall be amended to read in
its entirety as follows:

                  31.10 Except as modified by the  provisions  set forth in this
Modification No. 10, all of the terms and conditions of the Operating Agreement,
effective  as of January 1,  1973,  as  modified  by  Modification  No. 1 on May
16,1979, Modification No. 2 on December 31, 1983, Modification No. 3 on July 17,
1984,  Modification  No. 4 on October 25,  1984,  Modification  No. 5 on July 1,
1985,  Modification No. 6 on April 1, 1993, Modification No. 7 on April 1, 1993,
Modification  No. 8 on September 15, 1993, and Modification No. 9 on January 12,
1994, shall remain in full force and effect.

         6.0  Amended  Section  32.  Section  32 shall be amended to read in its
entirety as follows:

                  32.0 RECOGNITION OF M-S-R, THE CITY OF FARMINGTON,  TRI-STATE,
LOS ALAMOS COUNTY, SCPPA, THE CITY OF ANAHEIM AND UAMPS ACKNOWLEDGEMENT.

                  32.1 The Parties recognize that M-S-R, the City of Farmington,
Tri-State,  Alamos  County,  SCPPA,  the  City of  Anaheim  and  UAMPS  each has


                                        9

<PAGE>

acknowledged that it is familiar with the Project  Agreements as amended between
New Mexico and Tucson and such agreements  govern the activities of the San Juan
Project. Where a specific provision of the EPPA, the Farmington PAPA, the County
PPA, the Anaheim PPA, or the UAMPS PPA is in conflict with a provision in one or
more of the Project  Agreements,  then (a) as between New Mexico and M-S-R,  the
provisions  of the EPPA shall  govern,  all as  provided  in Section 5.2 of such
EPPA, and (b) as between New Mexico and the City of  Farmington,  the provisions
of the  Farmington  PAPA shall  govern,  all as  provided  in Section 8.2 of the
Farmington  PAPA,  and (c) as between  New Mexico  and Los  Alamos  County,  the
provisions of the County PPA shall govern, all as provided in Section 5.2 of the
County PPA, (d) as between New Mexico and the City of Anaheim, the provisions of
the Anaheim PPA shall govern, all as provided in Section 7.2 of the Anaheim PPA,
and (e) as between New Mexico and UAMPS,  the  provisions of the UAMPS PPA shall
govern,  all as provided in Section 7.2 of the UAMPS PPA.  "EPPA" shall mean the
San Juan Unit 4 Early Purchase and  Participation  Agreement entered into by New
Mexico and M-S-R on  September  26, 1983.  "Farmington  PAPA" shall mean the San
Juan Unit 4 Purchase  Agreement and Participation  Agreement entered into by New
Mexico and the City of Farmington on November 17, 1981.  "County PPA" shall mean
the Amended and Restated San Juan Unit 4 Purchase  and  Participation  Agreement
entered into by New Mexico and Los Alamos County on December  28,1984.  "Anaheim
PPA"  shall  mean the San  Juan  Unit 4  Purchase  Agreement  and  Participation
Agreement  entered into by New Mexico and the City of Anaheim on April  26,1991.


                                       10

<PAGE>



"UAMPS PPA" shall mean the  Restated  and  Amended San Juan Unit 4 Purchase  and
Participation Agreement entered into by New Mexico and UAMPS as of May 27, 1993.

         IN WITNESS  WHEREOF,  the Parties hereto have caused this  Modification
No. 10 to the Operating Agreement to be executed as of the 30th day of November,
1995.

                                       PUBLIC SERVICE COMPANY OF NEW MEXICO


                                        By       /S/ Jeffry Sterba
                                            -------------------------------
                                        Its      Senior Vice President



                                        TUCSON ELECTRIC POWER COMPANY


                                        By       /S/ Steven J. Glasser
                                             ------------------------------
                                        Its      Vice President



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<PAGE>

STATE OF NEW MEXICO  )
                     ) ss.
COUNTY OF BERNALILLO )


         This  instrument  was  acknowledged  before me on November 28, 1995, by
Jeffry E.  Sterba,  as Senior Vice  President of Public  Service  Company of New
Mexico, a New Mexico corporation.



                                               /S/ Carmela A. Maes
                                             -----------------------
                                                  Notary Public

My commission expires:

10/28/98



STATE OF ARIZONA  )
                  ) ss.
COUNTY OF PIMA    )


         This  instrument  was  acknowledged  before me on December 6, 1995,  by
Steven J. Glaser, as Vice President of Tucson Electric Power Company, an Arizona
corporation.


                                                /S/
                                              ---------------------
                                                  Notary Public

My commission expires:

0ctober 2, 1998



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<PAGE>

                                 EXHIBIT IlI(a)

                            FACILITIES AND EQUIPMENT
                         SPECIFIC TO SAN JUAN UNIT NO. 1

                         Operation and Maintenance Costs


             New Mexico          - 50%       Tucson                   - 50%
             M-S-R               - 0%        City of Farmington       - 0%
             Tri-State           - 0%        Los Alamos County        - 0%
             SCPPA               - 0%        City of Anaheim          - 0%
                                             UAMPS                    - 0%


 1.      Turbine Generator

 2.      Condenser

 3.      Condensate and Feedwater System

          a.      Condensate Pumps
          b.      Feedwater Heaters
          c.      Boiler Feed Pumps
          d.      Storage Tanks

 4.      Boiler including: Air Heaters, Pulverizers, Bunkers, Feeders
         and Blowdown Tanks

 5.      Forced Draft Fans and Primary Air Fans

 6.      Precipitator

 7.      Stack and Stack Monitoring System

 8.      Cooling Tower

 9.      Circulating Water Pumps

10.      Main, Start-Up, Unit Auxiliary, and SO2 Scrubber Transformers

11.      Bottom Ash System (Up to but not including Dewatering Tank or
         Ash Water Pump building and equipment)

12.      Fly Ash System



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<PAGE>

13.      Building HVAC Systems

14.      SO2 Absorbers,  Scrubbers,  Transfer Pumps,  Booster Fans, and Flue Gas
         Reheat  System   including   the   650-pound   Reheat  Steam  Line  and
         Desuperheater  from the Plant  Main Steam  Line but not  including  the
         165-pound Control Valve and Branch Line to the Chemical Plant.

15.      Emergency Diesel Generator

16.      Electrical and Control Systems

17.      SSR Protection System

18.      Unit Specific Piping for all Air Systems, Chemical Feed
         Systems, and Hydrogen


                                        2

<PAGE>

                                 EXHIBIT IlI(b)

                            FACILITIES AND EQUIPMENT
                         SPECIFIC TO SAN JUAN UNIT NO. 2

                         Operation and Maintenance Costs


           New Mexico          - 50%        Tucson                   - 50%
           M-S-R               - 0%         City of Farmington       - 0%
           Tri-State           - 0%         Los Alamos County        - 0%
           SCPPA               - 0%         City of Anaheim          - 0%
                                            UAMPS                    - 0%


 1.      Turbine Generator

 2.      Condenser

 3.      Condensate and Feedwater System

          a.      Condensate Pumps
          b.      Feedwater Heaters
          c.      Boiler Feed Pumps
          d.      Storage Tanks

 4.      Boiler including: Air Heaters, Pulverizers, Bunkers, Feeders
         and Blowdown Tanks

 5.      Forced Draft Fans and Primary Air Fans

 6.      Precipitator

 7.      Stack and Stack Monitoring System

 8.      Cooling Tower

 9.      Circulating Water Pumps

10.      Main, Start-Up, Unit Auxiliary, and SO2 Scrubber Transformers

11.      Bottom Ash System (Up to but not including Dewatering Tank or
         Ash Water Pump building and equipment)

12.      Fly Ash System



                                        3

<PAGE>

13.      Building HVAC Systems

14.      SO2 Absorbers,  Scrubbers,  Transfer Pumps,  Booster Fans, and Flue Gas
         Reheat  System   including   the   650-pound   Reheat  Steam  Line  and
         Desuperheater  from the Plant  Main Steam  Line but not  including  the
         165-pound Control Valve and Branch Line to the Chemical Plant.

15.      Emergency Diesel Generator

16.      Electrical and Control Systems

17.      Unit Specific Piping for all Air Systems, Chemical Feed
         Systems, and Hydrogen



                                        4

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                                 EXHIBIT IlI(c)

                            FACILITIES AND EQUIPMENT
                         SPECIFIC TO SAN JUAN UNIT NO. 3

                         Operation and Maintenance Costs


            New Mexico       - 50%            Tucson                     - 0%
            M-S-R            - 0%             City of Farmington         - 0%
            Tri-State        - 8.2%           Los Alamos County          - 0%
            SCPPA            - 41.8%          City of Anaheim            - 0%
                                              UAMPS                      - 0%


 1.      Turbine Generator

 2.      Condenser

 3.      Condensate and Feedwater System

          a.      Condensate Pumps
          b.      Feedwater Heaters
          c.      Boiler Feed Pumps
          d.      Storage Tanks

 4.      Boiler including:  Air Heaters, Pulverizers, Bunkers, Feeders
         and Blowdown Tanks

 5.      Forced Draft Fans and Primary Air Fans

 6.      Precipitator

 7.      Stack and Stack Monitoring System

 8.      Cooling Tower

 9.      Circulating Water Pumps

10.      Main, Unit Auxiliary 3A and 3B Transformers

11.      Bottom Ash System including: Hopper, Dewatering Tank, Settling
         Tank, Surge Tank, and Pump House

12.      Fly Ash System



                                        5

<PAGE>

13.      Building HVAC Systems

14.      SO2 Absorbers, Scrubbers, Transfer Pumps, Booster Fans, and
         Flue Gas Reheat System including the Reheat Steam Line from
         the Auxiliary Steam Header

15.      Emergency Diesel Generator

16.      Electrical and Control Systems

17.      Fuel Oil Ignitor Heaters and Unit Specific Piping

18.      Unit Specific Piping for all Air Systems, Chemical Feed
         Systems, and Hydrogen

19.      SSR Protection System

20.      Auxiliary Steam Header Piping System:

          a.      Including the Unit Specific Branch Line to the Reheat
                  System

          b.      Not included is the Branch Line to the Chemical Plant



                                        6

<PAGE>

                                 EXHIBIT IlI(d)

                            FACILITIES AND EQUIPMENT
                         SPECIFIC TO SAN JUAN UNIT NO. 4

                         Operation and Maintenance Costs


       New Mexico       - 38.457%         Tucson                 - 0%
       M-S-R            - 28.8%           City of Farmington     - 8.475%
       Tri-State        - 0%              Los Alamos County      - 7.2%
       SCPPA            - 0%              City of Anaheim        - 10.04%
                                          UAMPS                  - 7.028%


 1.      Turbine Generator

 2.      Condenser

 3.      Condensate and Feedwater System

          a.      Condensate Pumps
          b.      Feedwater Heaters
          c.      Boiler Feed Pumps
          d.      Storage Tanks

 4.      Boiler including: Air Heaters, Pulverizers, Bunkers, Feeders
         and Blowdown Tanks

 5.      Forced Draft Fans and Primary Air Fans

 6.      Precipitator

 7.      Stack and Stack Monitoring System

 8.      Cooling Tower

 9.      Circulating Water Pumps

10.      Main, Unit Auxiliary 4A and 4B Transformers



                                        7

<PAGE>

11.      Bottom Ash System including: Hopper, Dewatering Tank, Settling
         Tank, Surge Tank, and Pump House

12.      Fly Ash System

13.      Building HVAC Systems

14.      SO2 Absorbers, Scrubbers, Transfer Pumps, Booster Fans, and
         Flue Gas Reheat System including the Reheat Steam Line from
         the Auxiliary Steam Header

15.      Emergency Diesel Generator

16.      Electrical and Control Systems

17.      Fuel Oil Ignitor Heaters and Unit Specific Piping

18.      Unit Specific Piping for all Air Systems, Chemical Feed
         Systems, and Hydrogen

19.      Auxiliary Steam Header Piping System:

          a.      Including the Unit Specific Branch Line to the Reheat
                  System

          b.      Not included is the Branch Line to the Chemical Plant



                                        8

<PAGE>

                                 EXHIBIT IlI(e)

                            FACILITIES AND EQUIPMENT
                        COMMON TO SAN JUAN UNITS 1 AND 2

                         Operation and Maintenance Costs


       New Mexico       - 50%       Tucson                      - 50%
       M-S-R            - 0         City of Farmington          - 0%
       Tri-State        - 0%        Los Alamos County           - 0%
       SCPPA            - 0%        City of Anaheim             - 0%
                                    UAMPS                       - 0%


 1.      Bearing Cooling Water System except Unit Piping

 2.      Bottom Ash Dewatering Facility including: Dewatering Tank,
         Settling Tank, Surge Tank, Storage Tank, and Pump House

 3.      Fuel Oil System (Fuel Oil for Ignition and Flame
         Stabilization)

 4.      Instrument Air System except Unit Piping

 5.      Chemical Feed System except Unit Piping

          a.      Condensate and Feedwater System
          b.      Boiler
          c.      Bearing Cooling Water System
          d.      Cooling Tower Systems
          e.      Chlorination System

 6.      Plant Air System except Unit Piping

 7.      Sootblowing Air System except Unit Piping

 8.      Hydrogen Storage System except Unit Piping

 9.      Coal Tripper System including Dust Collection System

10.      Turbine Lube Oil Storage and Transfer System

11.      Control Room. Equipment Rooms, and Associated HVAC System



                                        9

<PAGE>

12.      SO2 Back-up Scrubber - Absorber Transformer

13.      Turbine Crane south of column, Line 12

14.      Fuel Oil, Ash, and Water Pipe Racks

15.      Boiler Fill System

16.      SAR Multiplexer Control System



                                       10

<PAGE>

                                 EXHIBIT IlI(f)

                            FACILITIES AND EQUIPMENT
                        COMMON TO SAN JUAN UNITS 3 AND 4

                         Operation and Maintenance Costs


       New Mexico          - 44.119%       Tucson                     - 0%
       M-S-R               - 14.4%         City of Farmington         - 4.249%
       Tri-State           - 4.1%          Los Alamos County          - 3.612%
       SCPPA               - 20.9%         City of Anaheim            - 5.07%
                                           UAMPS                      - 3.55%


 1.      Bearing Cooling Water System except Unit Piping

 2.      Fuel Oil System (Fuel Oil for Ignition and Flame Stabilization
         except Ignitor Heaters and Unit Specific Piping)

 3.      Instrument Air System except Unit Piping

 4.      Chemical Feed System except Unit Piping

          a.      Condensate and Feedwater System
          b.      Boiler
          c.      Bearing Cooling Water System
          d.      Cooling Tower Systems
          e.      Chlorination System

 5.      Plant Air System except Unit Piping

 6.      Sootblowing Air System except Unit Piping

 7.      Start-up Transformers and Nonseg Bus to Units 3 and 4
         Switchgear

 8.      Hydrogen Storage System except Unit Piping

 9.      Coal Tripper System including Dust Collection Systems

10.      Turbine Lube Oil Storage and Transfer System

11.      Control Room, Equipment Rooms, and Associated HVAC System



                                       11

<PAGE>


12.      Boiler Fill System

13.      Auxiliary Cooling Systems including Auxiliary Cooling Tower
         No. 1 and Pumps, but excepting No. 4 Tower Pumps and Piping
         which is Unit Specific

14.      CO2 Storage System except Unit Piping

15.      Start-Up Boiler Feed Pump except Unit Piping

16.      Turbine Bay Crane north of column, Line 12

17.      Fuel Oil, Ash, and Water Pipe Racks

18.      Fire Water Booster and Jockey Pumps

19.      Halon Fire Protection System

20.      Cooling Tower Multiplex Control System



                                       12

<PAGE>

                                 EXHIBIT IlI(g)

                            FACILITIES AND EQUIPMENT
                        COMMON TO ALL FOUR SAN JUAN UNITS

                         Operation and Maintenance Costs


        New Mexico     - 46.297%         Tucson                    - 19.8%
        M-S-R          - 8.7%            City of Farmington        - 2.559%
        Tri-State      - 2.49%           Los Alamos County         - 2.175%
        SCPPA          - 12.71%          City of Anaheim           - 3.1%
                                         UAMPS                     - 2.169%


 1.      River and Raw Water System including:

          a.      Diversion and intake structures, including all equipment
                  and pump building.

          b.      Raw water line to reservoir.

          c.      Reservoir, pump buildings, and all equipment.

          d.      Raw water lines to plant yard.

          e.      All above and underground fire protection system to each
                  vendor supplied or unit specific fire protection system.

 2.      Auxiliary Boiler

 3.      SO2 System Chemical Plant except Absorbers

          a.      Double effect evaporator train systems.

          b.      Fly ash filter system.

          c.      Absorber product and feed tanks.

          d.      Condensate collection, storage, and transfer systems.

          e.      Soda ash storage, mixing, and distribution systems.

          f.      Sulfate purge system including: crystallizers,
                  centrifuges, evaporators, and salt cake system.

          g.      Sulfuric acid plant system including storage tanks and
                  load out system.

          h.      Auxiliary No. 2 cooling tower, pumps, and systems.

 4.      Spare-Main Transformer 345/24 kV for all units

                                       13

<PAGE>

 5.      Maintenance, Office, and Warehousing Facilities

 6.      Chemical Laboratory

 7.*     Coal and Ash Handling Control Facilities

 8.      Roads and grounds such as fencing, yard lighting, guard
         facilities, drainage, and dikes

 9.      Potable Water System

10.      Environmental Monitoring systems including Air, Water, and
         Ground. Excludes Stack Monitoring Systems which are unit
         specific.

11.      Transportation such as trucks, cars, and dozers (not otherwise
         charged)

12.      Water management System

          a.      Wastewater Recovery System -- Northside

                   1.      Neutralization system including premix tank,
                           neutralization tank, clarifier/thickener, and
                           pumps.

                   2.      Reverse osmosis system including lime/soda
                           softening clarifier system.

                   3.      Brine concentrator Nos. 4 and 5.

                   4.      Process pond No. 3 and pump system

                   5.      North evaporation ponds 1, 2, and 3.

          b.      SO2 Waste Treatment System -- Southside

                   1.      Process ponds 1A, 1 B, 2 and pumping system.
                   2.      Premix tank and clarifier system.
                   3.      Oxidation towers.
                   4.      Brine concentrator Nos. 2 and 3.
                   5.      South evaporation ponds Nos. 1, 2, 3, 4, and 5.

          c.      Data Acquisition System

          d.      Solid Waste Disposal Pit

          e.      Coal pile runoff pond

13.*     Coal Handling Equipment - all equipment from all reclaim
         hoppers ending at the chutes to the tripper conveyors. This
         includes: hoppers, feeders, feeder belts, reclaim conveyors,

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<PAGE>

         plant conveyors,  belt scales, fire protection systems, dust suppressor
         systems, magnetic separators,  all electrical and controls, and heating
         and ventilation systems.

14.      Maintenance Bay Facilities including; Bay Bridge Crane, all
         Offices, and Support Facilities

15.      Sewage Treatment Facilities

16.      All Demineralizer Systems including: Clarifier, Storage Tanks,
         Sump Pumps, Filter Beds, and Control Systems.

17.      The Chemical Plant 165-pound Control Valve and Branch Line
         from each of Units 1 and 2 Unit Specific 650-pound Reheat
         Steam Line.

18.      The Chemical Plant Branch Steam Line from (but not including)
         the Unit Specific Auxiliary Steam Header System on each of
         Units 3 and 4.

* Maintenance Only



                                       15

<PAGE>

                                 EXHIBIT IlI(h)

                            FACILITIES AND EQUIPMENT
                        COMMON TO ALL FOUR SAN JUAN UNITS

                              Operation Costs Only


         New Mexico
         M-S-R
         Tucson                Variable split based on generation by unit.
         City of Farmington
         Tri-State
         Los Alamos County
         SCPPA
         City of Anaheim
         UAMPS


 1.      Coal and Ash Handling Control Facilities

 2.      Coal Handling Equipment

         All  equipment  from all  reclaim  hoppers  ending at the chutes to the
         tripper  conveyors.  This  includes:  hoppers;  feeders,  feeder belts,
         reclaim  conveyors,  plant  conveyors,  belt  scales,  fire  protection
         systems, dust suppression systems, magnetic separators,  all electrical
         and control, and heating and ventilation systems.



                                       16

<PAGE>
                                 EXHIBIT IlI(i)

                            FACILITIES AND EQUIPMENT

                         OPERATION AND MAINTENANCE COSTS


                New Mexico      - 65%           Tucson       - 35%




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