Exhibit 3.1
                                     BYLAWS
                                       OF
                         ARIZONA PUBLIC SERVICE COMPANY
                        (Amended as of February 20, 1996)


        1.01.  References.  Any  reference  herein made to law will be deemed to
refer to the law of the State of Arizona,  including the applicable provision or
provisions  of  Chapters  1-17 of Title  10,  Arizona  Revised  Statues  (or its
successor),  as at any given time in effect.  Any  reference  herein made to the
Articles  will be deemed to refer to the  applicable  provision or provisions of
the Articles of Incorporation of the Company,  and all amendments thereto, as at
any given time on file with the Arizona  Corporation  Commission (this reference
to that Commission being intended to include any successor to the  incorporating
and related  functions  being  performed by that  Commission  at the date of the
initial  adoption  of these  Bylaws).  Parenthetical  references  to  section or
article  numbers in the case of the law are to the  indicated  sections of Title
10,  Arizona  Revised  Statues,  and in the  case  of  the  Articles  are to the
indicated sections and articles thereof, as both the law and the Articles are in
effect at the date of the initial adoption of these Bylaws;  such references are
for purposes of  convenience  only and are not to be  considered  as part of, or
used in construing, these Bylaws.

        1.02. Seniority.  Except as indicated in Part X of these Bylaws, the law
and  the  Articles  (in  that  order  of  precedence)  will in all  respects  be
considered  senior and superior to these Bylaws,  with any  inconsistency  to be
resolved in favor of the law and the  Articles  (in that order of  precedences),
and with these  Bylaws to be deemed  automatically  amended from time to time to
eliminate any such inconsistency which may then exist.

        1.03.  Shareholders of Record.  Except as otherwise  required by law and
subject to any procedure  established by the Company pursuant to Arizona Revised
Statutes  Section  10-723  (or any  comparable  successor  provision),  the word
"shareholder"  as used herein shall mean one who is a holder record of shares of
the Company.


                            II. SHAREHOLDERS MEETINGS

        2.01.  Annual Meetings.  An annual meeting of the  shareholders  will be
held within nine months after the end of the Company's fiscal year, at a time of
day and place as  determined  by the Board of  Directors  (or, in the absence of
action by the Board,  as setforth in the notice given,  or waiver  signed,  with
respect to such meetings as contemplated  in Section 2.03 below).  If any annual
meeting is for any reason not held within the period determined as aforesaid,  a
special  meeting may  thereafter be called and held in lieu thereof  pursuant to
the provisions of Section 2.02 below,  and the same  proceedings  (including the
election of directors)  may be conducted  thereat as at a regular  meeting.  Any
director elected at any annual meeting,  or special meeting in lieu of an annual
meeting,  will  continue in office until the  election of his or her  successor,
subject to his or her earlier resignation  pursuant to Section 6.01 below or his
or her removal pursuant to Section 3.13 below.

        2.02.  Special Meetings.

               (a) Special meetings of the shareholders may be held whenever and
wherever called for by the Chairman of the Board,  the President,  a majority of
the Board of Directors,  or upon the delivery of proper  written  request of the
holders  of not less than forty  percent  (40%) of all  shares  outstanding  and
entitled to vote at any such meeting.

               (b) For purposes of this Section,  proper written request for the
call of a special  meeting shall be made by a written request (i) specifying the
purposes  for any  special  meeting  requested  and  providing  the  information
required  by  Section  2.05  hereof,  (ii)  delivered  either  in  person  or by
registered or certified mail, return receipt requested, (iii) to the Chairman of
the Board, the President, or such other person as may be specifically authorized
by law to receive such request.  Within thirty (30) days after receipt of proper
written  request,  a special  meeting  shall be called and  notice  given in the
manner  required by these  Bylaws,  and the meeting  shall be held at a time and
place  selected by the Board of  Directors,  but not later than ninety (90) days
after receipt of such proper written request.  The  shareholder(s)  requesting a
special meeting of shareholders must pay to the Company the Company's reasonably
estimated  cost of preparing  and mailing a notice of a meeting of  shareholders
before such notice is prepared and mailed.

        2.03. Notice. Notice of any meeting of the shareholders will be given as
provided by law to each  shareholder of record  entitled to vote at such meeting
and,  if required by law, to each other  shareholder  of the  Company.  Any such
notice may be waived as provided by law .

        2.04. Right to Vote. For each meeting of the shareholders,  the Board of
Directors  will fix in advance a record  date as  contemplated  by law,  and the
shares of stock and the shareholders  "entitled to vote" (as that or any similar
term is herein used) at any meeting of the shareholders will be determined as of
the applicable record date. The Secretary (or in his or her absence an Assistant
Secretary)  will see to the making and production of any record of  shareholders
entitled to vote or otherwise entitled to notice of shareholders'  meetings,  in
either case which is required by law.  Any voting  entitlement  may be exercised
through  proxy,  or in such other  manner as  specifically  provided  by law, in
accordance  with the  applicable  law.  In the event of  contest,  the burden of
proving  the  validity of any  undated or  irrevocable  proxy will rest with the
person  seeking to exercise the same. A telegram or cablegram  appearing to have
been  transmitted by a shareholder (or by his duly authorized  attorney-in-fact)
may be accepted as a sufficiently written and executed proxy.

        2.05.  Manner of Bringing Business Before Meetings.

               (a) At any annual or special  meeting of  shareholders  only such
business  shall be  conducted  as shall have been  properly  brought  before the
meeting. In order to be properly brought before the meeting,  such business must
be a proper subject for  shareholder  action under  applicable law and must have
been (i)  specified  in the written  notice of the  meeting  (or any  supplement
thereto) given to shareholders who were shareholders on the record date for such
meeting  by or at the  direction  of the  Board of  Directors  or  otherwise  in
accordance  with law or these  Bylaws,  (ii)  brought  before the meeting at the
direction of the Board of Directors or the Chairman of the meeting,  selected as
provided in Section 2.09 hereof, or (iii) specified in a written notice given by
or on behalf of a  shareholder  on the record date for such meeting  entitled to
vote thereat or a duly authorized proxy for such shareholder, in accordance with
Section 2.05(b) and (c) hereof.

               (b) A  shareholder  notice  referred  to in Section  2.05(a)(iii)
hereof  must be  delivered  personally  to, or mailed to and  received  at,  the
principal  executive  office of the Company,  addressed to the  attention of the
Secretary,  not more than ten (10) days  after  the date of the  initial  notice
referred to in Section  2.05(a)(i) hereof, in the case of business to be brought
before a special  meeting of  shareholders,  and not less than  thirty (30) days
prior to the  anniversary  date of the  initial  notice  referred  to in Section
2.05(a)(i)  hereof with respect to the previous  year's annual  meeting,  in the
case of business to be brought before an annual meeting of shareholders.

               (c) A  shareholder  notice  referred  to in Section  2.05(a)(iii)
hereof shall set forth:

                      (i) a full  description of each item of business  proposed
               to be brought  before the meeting and the reasons for  conducting
               such business at such meeting;

                      (ii)  the  name and  address  of the  person proposing  to
               bring  such business before the meeting;

                      (iii) the class and number of shares held of record,  held
               beneficially,  and  represented by proxy by such person as of the
               record date for the for the  meeting,  if such date has been made
               publicly  available,  or as of a date not more than  thirty  (30)
               days prior to the delivery of the initial  notice  referred to in
               Section  2.05(a)(i)  hereof, if the record date has not been made
               publicly available;

                      (iv) if any item of  business  involves a  nomination  for
               director,  all information regarding each such nominee that would
               be required to be set forth in a definitive proxy statement filed
               with the Securities and Exchange  Commission  pursuant to Section
               14 of the  Securities  Exchange Act of 1934,  as amended,  or any
               successor  thereto,  and the written consent of each such nominee
               to serve if elected;

                      (v)  any  material interest  of  such  shareholder in  the
               specified business;

                      (vi)  whether or not such  shareholder  is a member of any
               partnership,  limited  partnership,  syndicate,  or  other  group
               pursuant   to   any   agreement,    arrangement,    relationship,
               understanding, or otherwise, whether or not in writing, organized
               in whole or in part for the  purpose  of  acquiring,  owning,  or
               voting shares of the Company; and

                      (vii) all other  information  that would be required to be
               filed with the  Securities  and  Exchange  Commission,  if,  with
               respect  to  the  business  proposed  to be  brought  before  the
               meeting,  the person proposing such business was a participant in
               a solicitation  subject to Section 14 of the Securities  Exchange
               Act of 1934, as amended, or any successor thereto.

No  business  shall be brought  before any  meeting of the  shareholders  of the
Company otherwise than as provided in this Section 2.05.

               (d)  Notwithstanding  the  provisions of this Section  2.05,  the
Board of  Directors  shall not be  obligated  to include  information  as to any
shareholder nominee for director or any other shareholder  proposal in any proxy
statements or other communication sent to shareholders.

               (e) The  Chairman  of the  meeting  may,  if the  facts  warrant,
determine  that any proposed item of business was not brought before the meeting
in accordance  with the  provisions  of this Section  2.05,  and if he should so
determine, he shall so declare to the meeting and the defective item of business
shall be disregarded.

        2.06. Right to Attend.  Except only to the extent of persons  designated
by the  Board of  Directors  or the  Chairman  of the  meeting  to assist in the
conduct of the  meeting (as  referred  to in  Sections  2.08 and 2.09 below) and
except  as  otherwise  permitted  by the  Board or such  Chairman,  the  persons
entitled  to  attend  any  meeting  of  shareholders  may  be  confined  to  (i)
shareholders  entitled to vote thereat and other shareholders entitled to notice
of the meeting and (ii) the persons upon whom proxies  valid for purposes of the
meeting have been conferred or their duly appointed  substitutes (if the related
proxies confer a power of substitution);  provided,  however,  that the Board of
Directors or the Chairman of the meeting may establish rules limiting the number
of persons  referred to in clause (ii) as being  entitled to attend on behalf of
any shareholder so as to preclude such an excessively  large  representation  of
such  shareholder  at the  meeting  as,  in the  judgment  of the  Board or such
Chairman, would be unfair to other shareholders represented at the meeting or be
unduly  disruptive of the orderly  conduct of business at such meeting  (whether
such  representation  would result from fragmentation of the aggregate number of
shares held by such shareholder for the purpose of conferring proxies,  from the
naming of an  excessively  large proxy  delegation by such  shareholder  or from
employment of any other device).  A person otherwise entitled to attend any such
meeting  will cease to be so entitled if, in the judgment of the Chairman of the
meeting,  such person engages thereat in disorderly  conduct impeding the proper
conduct of the meeting in the interests of all shareholders as a group.

        2.07.  Quorum.  Matters  related to a quorum of the  shareholders at any
meeting  thereof will be determined in accordance  with  applicable  law and the
Articles (ss.6 Art. Third), if applicable.

        2.08.  Election  inspectors.  The Board of Directors,  in advance of any
shareholders  meeting may appoint an election  inspector or inspectors to act at
such  meeting  (and  any  adjournment  thereof).  If an  election  inspector  or
inspectors  are not so  appointed,  the  Chairman  of the  meeting  may or, upon
request  of  any  person  entitled  to  vote  at the  meeting  will,  make  such
appointment.  If any person appointed as an inspector fails to appear or to act,
a substitute may be appointed by the Chairman of the meeting. If appointed,  the
election  inspector or inspectors (acting through a majority of them if there be
more  than  one)  will   determine  the  number  of  shares   outstanding,   the
authenticity,  validity  and  effect of  proxies,  the  credentials  of  persons
purporting to be  shareholders  or persons named or referred to in proxies,  and
the number of shares  represented  at the  meeting in person and by proxy;  they
will  receive and count  votes,  ballots and  consents  and announce the results
thereof; they will hear and determine all challenges and questions pertaining to
proxies and  voting;  and, in  general,  they will  perform  such acts as may be
proper  to  conduct   elections  and  voting  with  complete   fairness  to  all
shareholders. No such election inspector need be a shareholder of the Company.

        2.09.  Organization and Conduct of Meetings.  Each shareholders  meeting
will be called to order and thereafter  chaired by the Chairman of the Board; or
if the Chairman of the Board is absent or so requests, then by the President; or
if both the Chairman of the Board and the  President  are  unavailable,  then by
such other officer of the Company or such shareholder as may be appointed by the
Board  of  Directors.  The  Secretary  (or in his or her  absence  an  Assistant
Secretary) of the Company will act as secretary of each shareholders meeting; if
neither the Secretary nor an Assistant Secretary is in attendance,  the Chairman
of the meeting may appoint any person  (whether a shareholder  or not) to act as
secretary  thereat.  After calling a meeting to order,  the Chairman thereof may
require the  registration of all shareholders  intending to vote in person,  and
the filing of all proxies with the election  inspector or inspectors,  if one or
more have been appointed (or, if not, with the secretary of the meeting).  After
the announced time for such filing of proxies has ended,  no further  proxies or
changes,  substitutions or revocations of proxies will be accepted. If directors
are to be elected,  a  tabulation  of the  proxies so filed will,  if any person
entitled to vote in such  election so requests,  be announced at the meeting (or
adjournment  thereof)  prior to the  closing  of the  election  polls.  Absent a
showing of bad faith on his or her part,  the Chairman of a meeting will,  among
other things,  have absolute  authority to determine the order of business to be
conducted at such meeting and to establish  rules for, and appoint  personnel to
assist in,  preserving  the  orderly  conduct  of the  business  of the  meeting
(including  any  informal,  or  question  and  answer,  portions  thereof.)  Any
informational  or other informal  session of  shareholders  conducted  under the
auspices of the Company after the conclusion of or otherwise in conjunction with
any  formal  business  meeting of the  shareholders  will be chaired by the same
person who chairs the formal meeting,  and the foregoing authority on his or her
part will extend to the conduct of such informal session.

        2.10.  Voting The number of shares voted on any matter  submitted to the
shareholders  which is required to constitute  their action  thereon or approval
thereof will be determined in accordance  with  applicable  law and the Articles
(Art. Third), and these Bylaws, if applicable.  No ballot or change of vote will
be accepted  after the polls have been declared  closed  following the ending of
the announced time for voting.

        2.11.  Shareholder Approval or Ratification.  The Board of Directors may
submit any contract or act for approval or ratification at any duly  constituted
meeting of the shareholders,  the notice of which either includes mention of the
proposed submittal or is waived as contemplated in Section 2.03 above. Except as
otherwise required by law (e.g.,  Arizona Revised Statutes Section 10-863),  any
contract or act so  submitted is approved or ratified by a majority of the votes
cast  thereon at such  meeting,  the same will be valid and as binding  upon the
Company and all of its  shareholders  as it would be if approved and ratified by
each and every shareholder of the Company.

        2.12.   Informalities   and   Irregularities.   All   informalities   or
irregularities  in  any  call  or  notice  of a  meeting,  or in  the  areas  of
credentials, proxies, quorums, voting and similar matters, will be deemed waived
if no objection is made at the meeting.


                             III. BOARD OF DIRECTORS

        3.01. Membership. The Board of Directors will have the power to increase
or decrease its size within the limits fixed in the Articles (Art.  Fifth).  Any
vacancy  occurring  in the  Board,  whether  by reason  of  death,  resignation,
disqualification or otherwise, may be filled by the directors as contemplated by
law and the Articles (Art.  Fifth).  Any such increase in the size of the Board,
and the  filling  of any  vacancy  created  thereby,  will  require  action by a
majority of the whole  membership of the Board as comprised  immediately  before
such increase.

        3.02.  Qualifications.  In order to qualify as a director, a person must
be the owner of one or more shares of the capital stock of the Company or of any
parent corporation  thereof at the time of assuming office (except that it shall
not be a  requirement  that any member of the initial  Board of  Directors  be a
shareholder of the Company or of any parent corporation  thereof,  and except as
may  otherwise be provided in these Bylaws or in the  Articles)  and for so long
thereafter as such person remains in office. A person will cease to qualify as a
director if he or she (i) is in good faith determined by a majority of the other
directors  then in office to be  physically  or mentally  incapable of competent
performance  as a  director  for  a  period,  starting  with  inception  of  the
incapacity, that has extended or is likely to extend for more than six months or
(ii) has  failed to attend  six  successive  regular  meetings  of the Board (as
determined in accordance  with Section 3.03 below) unless and to the extent such
failure is waived by a majority of the other directors then in office;  however,
disqualification  pursuant  to  clause  (i) or (ii) of this  sentence  will  not
preclude the subsequent  election or appointment of such person as a director by
the  shareholders  or the  Board  if a  majority  of  the  directors  in  office
immediately  prior to the  submission of such person for election or appointment
shall determine that his or her prior  incapacity or principal  reason for prior
non-attendance  no longer  exists.  A person will not  qualify  for  election or
appointment as a director,  whether  initially or on re-election  and whether by
the  shareholders  at their  annual  meeting  or by the  Board or  Directors  as
contemplated  in Section 3.01 above, if such person's 70th birthday occurs on or
has occurred before the date of such election,  appointment,  or re-election.  A
person who has been a full-time  employee of the Company  within  twelve  months
prior to the date of any election will not qualify for election as a director on
that date unless he then  remains a full-time  employee of the Company or unless
the Board of Directors specifically  authorizes the election of such person (but
it is not intended that any such authorization will extend a person's service on
the Board beyond the age limitation set out in the preceding sentence). A person
who  has  qualified  by age or  employment  status  for his or her  most  recent
election as a director may serve  throughout  the term for which such person was
elected, notwithstanding the occurrence of his or her 70th birthday or cessation
of full-time employment by the Company between the date of such election and the
end of such term, subject however,  to his or her otherwise  remaining qualified
for such office.

        3.03. Regular Meetings.  A regular annual meeting of the directors is to
be held as soon as practicable after the adjournment of each annual shareholders
meeting,  either at the place of the shareholders meeting or at such other place
as the directors elect at the shareholders  meeting may have been informed of at
or before the time of their election.  Regular  meetings,  other than the annual
ones, may be held at regular  intervals at such times and places as the Board of
Directors may provide.

        3.04.  Special Meetings.  Special meetings of the Board of Directors may
be held  whenever  and  wherever  called for by the  Chairman of the Board,  the
President  or the number of  directors  which would be required to  constitute a
quorum.

        3.05.  Notice.  No notice need be given of regular meetings of the Board
of Directors.  Notice of the time and place (but not  necessarily the purpose or
all of the  purposes) of any special  meeting will be given to each  director in
person  or by  telephone,  or  via  mail,  telegram  or  facsimile  transmission
addressed in the manner then appearing on the Company's  records.  Notice to any
director  of any such  special  meeting  will be deemed  given  sufficiently  in
advance when (i) if given by mail,  the same is  deposited in the United  States
mail at least four days before the meeting date, with postage  thereon  prepaid,
(ii) if given by telegram,  the same is delivered  to the  telegraph  office for
fast transmittal at least 48 hours prior to the convening of the meeting,  (iii)
if given by facsimile  transmission,  the same is received by the director or an
adult  member of his or her staff or  household,  at least 24 hours prior to the
convening of the meeting, or (iv) if personally delivered or given by telephone,
the same is handed, or the substance thereof is communicated over the telephone,
to the director or to an adult  member of his or her office staff or  household,
at least 24 hours prior to the convening of the meeting.  Any such notice may be
waived as provided by law. No call or notice of a meeting of  directors  will be
necessary  if each of them  waives  the same in writing  or by  attendance.  Any
meeting,  once properly  called and noticed (or as to which call and notice have
been waived as aforesaid)  and at which a quorum is formed,  may be adjourned to
another time and place by a majority of those in attendance.

        3.06.  Quorum;  Voting A quorum for the  transaction  of business at any
meeting or  adjourned  meeting of the  directors  will  consist of a majority of
those then in office. Any matter submitted to a meeting of the directors will be
resolved by a majority of the votes cast thereon,  except as otherwise  required
by these Bylaws  (Sections  3.01 and 3.02 above and Section 3.07 below),  by law
and any other  applicable  section) or by the Articles.  However,  in case of an
equality of votes,  the  Chairman of the meeting  will have a second or deciding
vote.  Where  action by a majority of the whole  membership  is  required,  such
requirement will be deemed to relate to a majority of the directors in office at
the time the  action is taken.  In  computing  any such  majority,  whether  for
purposes of determining  the presence of a quorum or the adequacy of the vote on
any  proposed  action,  any  unfilled  vacancies  at the  time  existing  in the
membership of the Board will be excluded from the computation.

        3.07.  Executive  Committee.  The Board of Directors  may, by resolution
adopted by a majority of the whole  Board,  name three or more of its members as
an Executive  Committee who will include the Chairman of the Board and, if he or
she is a director,  the  President  of the Company as  ex-officio  members.  The
Chairman and, to the extent the naming of one is considered  appropriate  by the
Board,  the Vice Chairman of the Executive  Committee  will from time to time be
designated by the Board from the  membership of the  Executive  Committee.  Such
Executive  Committee  will  have and may  exercise  the  powers  of the Board of
Directors in the management of the business and affairs of the Company while the
Board is not in session,  except only as  precluded by law or where action other
than by a majority  of the votes cast is required  by these  Bylaws,  or the law
(all as referred to in Section 3.06 above),  and subject to such  limitations as
may be included in any applicable  resolution  passed by a majority of the whole
membership of the Board.  A majority of those named to the  Executive  Committee
will constitute a quorum.

        3.08.  Other  Committees.  Other  standing or ad hoc committees (of such
respective sizes as may be considered appropriate by the Chairman of the Board),
their  respective  chairmen  and (to the  extent  that  the  naming  thereof  is
considered  appropriate  by the  Chairman of the Board)  their  respective  vice
chairmen,  may from time to time be  appointed  by the  Chairman  of the  Board,
subject to the Board's  approval or  ratification,  from the  membership  of the
Board to perform such  functions as the Board may see fit. The  committees so to
be appointed will include one or more to perform an audit review  function.  The
Chairman of the Board and the President of the Company may be ex-officio members
of all standing  committees except any committee  appointed to perform the audit
review function.  Subject to the Board's approval or ratification,  the Chairman
of  the  Board  may  at  any  time  fill  vacancies  in,  remove  persons  from,
consolidate, subdivide or dissolve any such standing or ad hoc committee.

        3.09.  Committee  Functioning.  Notice  requirements (and related waiver
provisions) for meetings of the Executive  Committee and other committees of the
Board will be the same as those set forth in Section  3.05 above for meetings of
the Board of Directors. Except as provided in the next two succeeding sentences,
a majority of those named to the Executive  Committee or any other  committee of
the Board will  constitute a quorum at any meeting  thereof  (with the effect of
departure of committee  members from a meeting and the computation of a majority
of committee members to be in accordance with the applicable policies of Section
3.06 above), and any matter submitted to a meeting of any such committee will be
resolved by a majority of the votes cast thereon.  No  distinction  will be made
among  ex-officio or other members of any such  committee for quorum,  voting or
other  purposes,  except that the  membership  of any committee  (including  the
Executive  Committee),  in  performing  any  function  vested  in it  as  herein
contemplated,  may be deemed to exclude any officer or employee of the  Company,
in either case, or other person,  having a direct or indirect  personal interest
in any proposed  exercise of such function,  whose exclusion for that purpose is
deemed  appropriate  by a  majority  of the  other  members  of  such  committee
proposing to perform such function.  All committees are to keep regular  minutes
of the transactions of their meetings.

        3.10.  Action by Telephone  or Consent.  Any meeting of the Board or any
committee thereof may be held by conference telephone or similar  communications
equipment as permitted by law in which case any required  notice of such meeting
may generally describe the arrangements  (rather than the place) for the holding
thereof,  and all other provisions herein contained or referred to will apply to
such meeting as though it were  physically  held at a single  place.  Action may
also be taken by the Board or any  committee  thereof  without a meeting  if the
members thereof consent in writing thereto as contemplated by law.

        3.11. Presumption of Assent. A director of the Company who is present at
a meeting of the Board of Directors or of any committee when corporate action is
taken is deemed to have  assented to the action  taken  unless  either:  (i) the
director  objects at the beginning of the meeting or promptly on the  director's
arrival  to  holding  it or  transacting  business  at  the  meeting;  (ii)  the
director's dissent or abstention from the action taken is entered in the minutes
of the meeting;  or (iii) the director delivers written notice of the director's
dissent  or  abstention  to the  presiding  officer  of the  meeting  before its
adjournment  or to the Company  before 5:00 P.M. on the next  business day after
the meeting.  The right of dissent or  abstention is not available to a director
who votes in favor of the action taken.

        3.12.  Compensation.  By resolution  of the Board,  the directors may be
paid their  expenses,  if any,  of  attendance  at each  meeting of the Board of
Directors or of any  committee,  and may be paid a fixed sum for  attendance  at
each such meeting and/or a stated fee as a director or committee member. No such
payment  will  preclude  any  director  from  serving  the  Company in any other
capacity and receiving compensation therefor.

        3.13.  Removal.  Any director or the entire  Board of  Directors  may be
removed with or without cause, only at a special meeting of shareholders  called
for that purpose,  by the affirmative  vote of sixty-six and two-thirds  percent
(66-2/3%) of the issued and outstanding shares of stock then entitled to vote on
the  election  of  directors,  except  that if less  than  the  entire  Board of
Directors is to be removed,  no one of the directors may be removed if the votes
cast against the director's removal would be sufficient to elect the director if
then  cumulatively  voted at an election for the class of directors of which the
director is a part.

        3.14. Directors Emeriti. With the exception of each person designated as
a director  emeritus of the Company  prior to December 17, 1970,  no director or
former  director  of the  Company or any other  person is to be  appointed  as a
director  emeritus or honorary  director or be given any similar title.  The one
position of  director  emeritus  remaining  in effect at the date of the initial
adoption  of  these  Bylaws  will  continue  for  one-year  terms,   subject  to
confirmation  at each regular  annual  meeting of the  directors;  so long as he
remains  in  such  position,  that  director  emeritus  will be  accorded  those
privileges and rights, and have those duties and responsibilities, which are set
out in the  applicable  portion of the  minutes  of the  meeting of the Board of
Directors held on December 17, 1970.

                             IV. OFFICERS - GENERAL

        4.01.  Elections and  Appointments.  The directors will elect or appoint
the  officers  of the  Company  contemplated  in Part V below such  election  or
appointment  will  regularly  take place at the annual meeting of the directors,
but  elections  of  officers  may be held at any other  meeting of the Board.  A
person  elected or  appointed  to any office  will  continue to hold that office
until the election or  appointment  of his or her  successor,  subject to action
earlier taken  pursuant to Section 4.04 or 6.01 below.  Any person may hold more
than one office.

        4.02. Additional  Appointments.  In addition to the offices contemplated
in Part V below,  the Board of Directors may create other  corporate  positions,
and appoint persons  thereto,  with such authority to perform such duties as may
be  prescribed  from  time to time  by the  Board  of  Directors,  by the  chief
executive  officer  or by the  superior  officer  of any  person  so  appointed.
Notwithstanding such additional  appointments,  only those persons whose offices
are described in Part V are to be  considered  an officer of the Company  unless
the resolution or other Board action  appointing  such person  expressly  states
that such person is to be  considered  an officer of the  Company.  Each of such
persons (in the order  designated by the Board,  the chief executive  officer or
the  superior  officer of such person) will be vested with all of the powers and
charged  with all of the duties of his or her  superior  officer in the event of
such superior officer's absence or disability.

        4.03. Bonds and Other  Requirements.  The Board of Directors may require
any  officer or other  appointee  to give bond to the Company  (with  sufficient
surety,  and conditioned  upon the faithful  performance of the duties of his or
her office or position) and to comply with any other  conditions  which may from
time to time be required of him or her by the Board.

        4.04.  Removal or  Delegation.  Provided  that a  majority  of the whole
membership  thereof  concurs  therein,  the Board of  Directors  may  remove any
officer  of the  Company as  provided  by law and  declare  his or her office or
offices  vacant or abolished or, in the case of the absence or disability of any
officer or for any other reason considered sufficient,  may temporarily delegate
his or her powers and duties to any other  officer or to any  director.  Similar
action may be taken by the Board of Directors in regard to appointees designated
pursuant to Section 4.02 above.

        4.05. Salaries.  Salary levels and bonus arrangements  pertaining to the
officers of the  Company  will from time to time be set or approved by the Board
of  Directors.  Salary  levels and bonus  arrangements  pertaining to appointees
contemplated  in Section  4.02 above,  unless so set or approved by the Board of
Directors,  will be left to the discretion of the chief executive officer, which
discretion  may be delegated by the chief  executive  officer to any one or more
other  officers.  Any  salary  or bonus so set or  approved  may be paid on such
current or deferred  basis as may be  designated by the Board or the officer who
shall have set or approved the same.  No officer or appointee  will be prevented
from  receiving  a salary  or fee by reason of the fact that he or she is also a
director of the Company.

                   V. SPECIFIC OFFICERS, FUNCTIONS AND POWERS

        5.01. Chairman of the Board. The Chairman of the Board of Directors will
serve  as a  general  executive  officer,  but not  necessarily  as a  full-time
employee,  of the  Company.  He or she  will  preside  at  all  meetings  of the
directors  and be vested with such other powers and duties as the Board may from
time to time designate.

        5.02.  Chief Executive  Officer.  Subject to the control of the Board of
Directors exercised as hereinafter provided,  the Chief Executive Officer of the
Company will  supervise  its business and affairs and the  performance  of their
respective duties by all other officers,  by appointees  designated  pursuant to
Section  4.02  above,  and by such  additional  appointees  to  such  additional
positions corporate, divisional or otherwise) as the Chief Executive Officer may
designate,  with  authority on his or her part to delegate the foregoing duty of
supervision to such extent and to such person or persons as may be determined by
the Chief Executive Officer.  except as otherwise indicated from time to time by
resolution of the Board of Directors, its management of the business and affairs
of the Company  will be  implemented  through the office of the Chief  Executive
Officer.

        5.03. President and Vice Presidents. Unless specified to the contrary by
resolution of the Board of Directors,  the President will be the Chief Executive
Officer of the Company. In addition to the supervisory functions above set forth
on the part of the Chief  Executive  Officer  (or in lieu  thereof if a contrary
specification is made by the Board relative to the Chief Executive Officer), the
President  will be vested with such powers and duties as the Board may from time
to time  designate.  Vice Presidents may be elected by the Board of Directors to
perform  such  duties  as may be  designated  by the  Board  or be  assigned  or
delegated to them by their respective superior officers.  The Board may identify
(i) one or more Vice Presidents as "Executive" or "Senior" Vice Presidents, (ii)
the  President  or any Vice  President  as "General  Manager" of the Company and
(iii) any Vice President,  the Treasurer,  the Controller or the General Auditor
as having one or more of the capacities  referred to in Section 5.05 below,  and
the title of any Vice  President,  the Treasurer,  the Controller or the General
Auditor may include words  indicative of his or her particular  function or area
of   responsibility   and  authority.   Vice  Presidents  will  succeed  to  the
responsibilities  and  authority  of the  President,  in the event of his or her
absence or disability,  in the order consistent with their respective  titles or
regular  duties or as  specifically  designated  by the Board of  Directors  or,
pending action by the Board of Directors, by the Chairman of the Board.

        5.04.  Treasurer.   Controller,   General  Auditor  and  Secretary.  The
Treasurer,  Controller, General Auditor and Secretary each will perform all such
duties normally associated with his or her office including,  in the case of the
Secretary,  the giving of notice and the preparation and retention of minutes of
corporate  proceedings and the custody of corporate  records and the seal of the
Company) as are not assigned to a Vice President of the Company, along with such
other  duties as may be  designated  by the Board or be assigned or delegated to
them by their respective  superior  officers.  The Board may appoint one or more
Assistant  Treasurers,  Assistant  Controllers,  Assistant  General Auditors and
Assistant  Secretaries,  each of whom (in the order  designated  by the Board or
their  respective  superior  officers) will be vested with all of the powers and
charged with all of the duties of the Treasurer,  Controller, General Auditor or
Secretary (as the case may be) in the event of his or her absence or disability.

        5.06. Specific Powers.  Except as may otherwise be specifically provided
in a resolution  of the Board of Directors,  any of the officers  referred to in
this Part V will be a proper officer to authenticate  records of the Company and
to sign on behalf of the Company  any deed,  bill of sale,  assignment,  option,
mortgage, pledge, note, bond, debenture, evidence of indebtedness,  application,
consent  (to service of process or  otherwise),  agreement,  indenture  or other
instrument  of  importance  to the Company.  Any such officer may  represent the
Company at any  meeting  of the  shareholders  or  members  of any  corporation,
association,  partnership,  joint  venture or other entity in which this Company
then has an interest, and may vote such interest in person or by proxy appointed
by him or her, provided that the Board of Directors may from time to time confer
the foregoing authority upon any other person or persons.

                         VI. RESIGNATIONS AND VACANCIES

        6.01.  Resignation.  Any director,  committee  member,  officer or other
appointee  may resign  from his or her office or position at any time by written
notice as specified in accordance with Arizona Revised Statutes  Sections 10-807
and 10-843.  The  acceptance  of a  resignation  will not be required to make it
effective.

        6.02.  Vacancies.  If the office or position of any director,  committee
member or officer,  or any appointee  designated pursuant to Section 4.02 above,
becomes  vacant by reason of his or her  death,  resignation,  disqualification,
removal or  otherwise,  the Board of  Directors  may choose a successor  to hold
office for the unexpired term.

                      VII. INDEMNIFICATION AND RATIFICATION

        7.01. Indemnification. In order to induce qualified persons to serve the
Company (and any other corporation,  joint venture, partnership,  trust or other
enterprise at the request of the Company) as directors and officers, the Company
will  indemnify  such persons to the fullest  extent  permitted by law or by the
Articles,  if applicable.  Insofar as applicable law requires a determination as
to the standard of conduct  followed by a person  seeking  indemnification,  the
Board of  Directors  or the  disinterested  members  thereof  will  consider the
relevant  facts,  or cause them to be submitted  for  consideration,  as soon as
practicable,  but such  consideration  of any  facts in issue in  pending  legal
proceedings  will not be  required  before  the final  adjudication  thereof.  A
determination,   whether   favorable   or   adverse   to   the   party   seeking
indemnification, pursuant to any such consideration (which determination, if the
same is to be made  by a court  pursuant  to  law,  will  be  deemed  made  when
contained in a final unappealed or unappealable decision) will be binding on all
parties concerned.

        7.02.  Ratification;  Special Committee.  Any transaction  involving the
Company, any of its subsidiary  corporations or any of its directors,  officers,
employees  or agents  which at any time is  questioned  in any manner or context
(including a shareholder's derivative suit), on the ground of lack of authority,
conflict  of  interest,   misleading  or  omitted  statement  of  fact  or  law,
nondisclosure,  miscomputation,  improper principles or practices of accounting,
inadequate records,  defective or irregular execution or any similar ground, may
be investigated  and/or ratified (before or after judgment),  or an election may
be made not to  institute  or  pursue a claim or legal  proceedings  on  account
thereof or to accept or approve a negotiated  settlement  with  respect  thereto
(before  or  after  the  institution  of  legal  proceedings),  by the  Board of
Directors  or  by  a  special   committee  thereof  comprised  of  one  or  more
disinterested   directors  (that  is,  a  director  or  directors  who  did  not
participate  in  the  questioned   transaction  with  actual  knowledge  of  the
questioned aspect or aspects  thereof).  Such a special committee may be validly
formed and fully  empowered to act, in  accordance  with the purposes and duties
assigned  thereto,  by  resolution  or  resolutions  of the Board of  Directors,
notwithstanding  (i) the inclusion of Board members who are not disinterested as
aforesaid  among those who form a quorum at the meeting or meetings at which one
or more members of such special  committee are elected or appointed to the Board
or to such special  committee or at which such committee is formed or empowered,
or their inclusion among the directors who vote upon or otherwise participate in
taking any of the foregoing  actions,  or (ii) the taking of any of such actions
by the disinterested  members of the Board (or a majority of such members) whose
number is not  sufficient to constitute a quorum or a majority of the membership
of the full Board.  Any such special  committee so comprised  will,  to the full
extent  consistent  with its purposes and duties as expressed in such resolution
or  resolutions,  have all of the authority and powers of the full Board and its
Executive  Committee  (the  same as  though it were the full  Board  and/or  its
Executive  Committee in carrying out such purposes and duties) and will function
in accordance with Section 3.09 above. No other provisions of these Bylaws which
may at any time appear to conflict with any provision of this Section 7.02,  and
no defect or  irregularity  in the  formation,  empowering or functioning of any
such special committee,  will serve to impede, impair or bring into question any
action taken or  purported to be taken by such  committee or the validity of any
such action.  Any  ratification  of a transaction  pursuant to this Section 7.02
will  have the  same  force  and  effect  as if the  transaction  has been  duly
authorized originally. Any such ratification,  and any election made pursuant to
this Section 7.02 with respect to claims, legal proceedings or settlements, will
be binding upon the Company and its  shareholders  and will  constitute a bar to
any  claim or the  execution  of any  judgment  in  respect  of the  transaction
involved in such ratification or election.

                                   VIII. SEAL

        8.01. Form Thereof.  The seal of the Company will have inscribed thereon
the name of the Company, the year of its incorporation and the word "SEAL."

                             IX. STOCK CERTIFICATES

        9.01. Form Thereof.  Each certificate  representing stock of the Company
will be in such form  conforming  to law as may from time to time be approved by
the Board of  Directors,  and will bear the manual or facsimile  signatures  and
seal of the Company as required or permitted by law.

        9.02.  Ownership.  The Company will be entitled to treat the  registered
owner of any share as the absolute  owner thereof and  accordingly,  will not be
bound to recognize any beneficial,  equitable or other claim to, or interest in,
such  share  on the  part of any  other  person,  whether  or not it has  notice
thereof,  except as may expressly be provided by Chapter 8 of Title 47,  Arizona
Revised  Statutes  (or its  successor),  as at the  time  in  effect,  or  other
applicable law.

        9.03.  Transfers.  Transfers  of stock  will be made on the books of the
Company only upon  surrender of the  certificate  therefor,  duly endorsed by an
appropriate  person, with such assurance of the genuineness and effectiveness of
the endorsement as the Company may require,  all as contemplated by Chapter 8 of
Title 47, Arizona Revised Statutes (or its successor), as at the time in effect,
and/or upon  submission  of any  affidavit,  other  document or notice which the
Company considers necessary.

        9.04. Lost Certificates.  In the event of the loss, theft or destruction
of any  certificate  representing  stock of this  Company or of any  predecessor
corporation,  the  Company  may issue  (or,  in the case of any such stock as to
which a transfer  agent and/or  registrar have been  appointed,  may direct such
transfer  agent  and/or   registrar  to  countersign,   register  and  issue)  a
replacement certificate in lieu of that alleged to be lost, stolen or destroyed,
and  cause  the  same to be  delivered  to the  owner of the  stock  represented
thereby,  provided that the owner shall have submitted such evidence showing the
circumstances  of  the  alleged  loss,  theft  or  destruction,  and  his or her
ownership of the  certificate as the Company  considers  satisfactory,  together
with any other facts which the Company considers pertinent, and further provided
that an indemnity  agreement  and/or  indemnity bond shall have been provided in
form and amount  satisfactory  to the Company and to its transfer  agents and/or
registrars, if applicable.

                               X. EMERGENCY BYLAWS

        10.01. Emergency Conditions.  The emergency Bylaws provided in this Part
X will be  effective  in the event of an  emergency  as  prescribed  in  Arizona
Revised  Statutes  Section  10-207.D.  To the extent not  inconsistent  with the
provisions  of this Part X,  these  Bylaws  will  remain in effect  during  such
emergency  and upon its  termination  these  emergency  Bylaws  will cease to be
operative.

        10.02. Board Meetings. During any such emergency, a meeting of the Board
of Directors or any of its  committees  may be called by any officer or director
of the Company. Notice of the time and place of the meeting will be given by the
person  calling  the same to those of the  directors  whom it may be feasible to
reach by any available means of communication. Such notice will be given so much
in advance of the meeting as circumstances permit in the judgment of the persons
calling  the same.  At any  Board or  committee  meeting  held  during  any such
emergency,  a quorum will consist of a majority of those who could reasonably be
expected  to attend the meeting if they were able to do so, but in no event more
than a majority of those to whom notice of such meeting is required to have been
given as above provided.

        10.03. Certain Actions. The Board of Directors,  either before or during
any such emergency, may provide and from time to time modify lines of succession
in the event that  during such an  emergency  any or all  officers,  appointees,
employees  or agents of the Company  are for any reason  rendered  incapable  of
discharging their duties. The Board, either before or during any such emergency,
may,  effective in the  emergency,  change the head office or designate  several
alternative head offices of the Company, or authorize the officers to do so.

        10.04. Liability.  No director,  officer,  appointee,  employee or agent
acting in  accordance  with these  emergency  Bylaws  will be liable  except for
willful misconduct.

        10.05.  Modifications.  These emergency Bylaws will be subject to repeal
or change by further  action of the Board of  Directors,  but no such  repeal or
change will modify the  provisions of Section 10.04 with respect to action taken
prior to the time of such repeal or change.  Any  amendment  of these  emergency
Bylaws may make any further or different  provisions  that may be practical  and
necessary for the circumstances of the emergency.

                                  XI. DIVIDENDS

        11.01. Declaration.  Subject to such restrictions or requirements as may
be imposed by law or the Company's  Articles or as may otherwise be binding upon
the Company,  the Board of Directors may from time to time declare  dividends on
stock of the Company  outstanding on the dates of record fixed by the Board,  to
be paid in cash,  in  property or in shares of the  Company's  stock on or as of
such payment or distribution dates as the Board may prescribe.

                                 XII. AMENDMENTS

        12.01. Procedure. These Bylaws may be amended, supplemented, repealed or
temporarily or permanently suspended,  in whole or in part, or new bylaws may be
adopted, at any duly constituted  meeting of the Board of Directors,  the notice
of which meeting either includes  mention of the proposed action relative to the
Bylaws or is waived as provided in Section 3.05 above. If, however, the chairman
of any such  meeting or a majority of directors  in  attendance  thereat in good
faith determines that any such action has arisen as a matter of necessity at the
meeting and is otherwise proper, no notice of such action will be required.

        12.02. Amendment of Bylaws. Notwithstanding any other provision of these
Bylaws,  Sections 2.02, 3.01, and 3.13 and Article XII of these Bylaws shall not
be altered,  amended,  supplemented,  repealed,  or  temporarily  or permanently
suspended, in whole or in part, or replacement Bylaw provisions adopted without:
(i) the affirmative vote of a majority of the directors then in office;  or (ii)
the affirmative  vote of  seventy-five  percent (75%) or more of the outstanding
shares of the Company entitled to vote generally.


                       -----------------------------------------------

                                   CERTIFICATE

        I, NANCY C. LOFTIN, the Secretary of ARIZONA PUBLIC SERVICE COMPANY,  an
Arizona Corporation,  do HEREBY CERTIFY that the foregoing is a true and correct
copy of the Company's Bylaws,  as amended and that such Bylaws, as amended,  are
in full force and effect as of the date hereof.

        IN WITNESS WHEREOF,  I have hereunto set my hand and affixed the seal of
said corporation this 20th day of February, 1996.



[SEAL]

                                                   NANCY C. LOFTIN
                                                   Secretary