Exhibit 10.3
                     Amendment No. 1 to the Long-Term Power
               Transactions Agreement and Asset Purchase and Power
                               Exchange Agreement


     This  Amendment No. 1 to the  Long-Term  Power  Transactions  Agreement and
Asset Purchase and Power Exchange Agreement  ("Amendment No. 1"), dated this 5th
day of April, 1995, is between PacifiCorp,  an Oregon  corporation,  and Arizona
Public Service Company, an Arizona corporation  ("APS").  PacifiCorp and APS are
sometimes  referred to herein  collectively  as "Parties"  and  individually  as
"Party."

     On September  21,  1990,  the Parties  entered into a series of  agreements
including a "Transmission Agreement," a "Long-Term Power Transactions Agreement"
and an "Asset Purchase and Power Exchange Agreement" ("Asset Agreement").

     In light of changed  circumstances,  the Parties have  determined  that the
aforementioned  three  agreements  should be amended.  To that end, on even date
herewith,   the  Parties  have  executed  a  Restated  Transmission   Agreement.
Furthermore,  the Parties agree that the Long-Term Power Transactions  Agreement
and the Asset Agreement  shall be amended as follows:  

     1. Subsection 1.13 of the Long-Term Power Transactions  Agreement is hereby
amended by  deleting  that  subsection  in its  entirety  and  substituting  the
following therefor:

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          Asset Purchase and Power Exchange Agreement (PacifiCorp/APS)



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          "1.13 'Point of  Delivery'  for all  transactions  hereunder
          means (1) Four Corners;  (2) the Glen Canyon  Substation or,
          in the event the  Navajo  Loop-In  Project  is  constructed,
          Navajo; (3) the Pinnacle Peak Substation of the Western Area
          Power  Administration;  (4) such other location(s) as may be
          established by mutual agreement of the Parties' dispatchers,
          schedulers,  or  authorized  representatives;  and  (5)  the
          Cholla  Generating  Station  500  Kv  switchyard  under  the
          circumstances  described  in  Subsection  15.03 of the Asset
          Agreement and Subsection 7.5 of this Agreement."


        2.      Subsection 3.3 of the Long-Term Power Transactions
Agreement is hereby amended by deleting that subsection in its
entirety and substituting the following therefor:

          "3.3 Increased Capacity Exchange.  Upon the later of (i) the
          completion  of the Mead/  Phoenix Line or (ii) May 15, 1997,
          and for the  balance  of the  term  of this  Agreement,  100
          megawatts of Exchange  Capacity  shall be made  available in
          addition to any Exchange  Capacity  available as a result of
          the exchange option provided for in Subsection 3.2,  subject
          to the same terms and  conditions  set forth in  Subsections
          3.2.1, 3.2.2, 3.2.3 and 3.2.4."

        3.      Subsections 15.01 and 15.02 of the Asset Agreement are
hereby amended by deleting those subsections in their entirety
and substituting the following therefor:
"15.  Transmission.

          "15.01 In addition to the  transmission  rights provided for
          in Section 13, during the Term of this Agreement, PacifiCorp
          shall have a firm right to schedule a net of 350 MW of power
          at (a)  Pinnacle  Peak or, in the event the  Navajo  Loop-In
          Project is constructed,  Navajo;  (b) Four Corners;  (c) the
          Cholla  Generating  Station  switchyard;  (d)  the  Existing
          Combustion Turbines; (e) Combustion

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         Purchase and Power Exchange Agreement (PacifiCorp/APS)



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          Turbines  installed  pursuant  to  Section  12; and (f) Palo
          Verde/Westwing,  subject  to the  limitations  set  forth in
          Subsection 15.02.

          "15.02  PacifiCorp's  transfer  rights  shall be  subject to
          Subsection 15.03 and shall be limited as follows:

          "(a) Except as further  limited by  paragraphs  (b) and (c),
          PacifiCorp may not make a transmission request which, in and
          of itself, (1) results in a net schedule of more than 350 MW
          or (2) results in total  exports  from APS'  control area of
          more  than  350  MW.  PacifiCorp's  net  schedule  shall  be
          calculated  as the  algebraic  sum of  transfers  into  APS'
          control  area and  PacifiCorp  generation  internal  to APS'
          control area (counted as positive  values) and transfers out
          of APS' control area (counted as negative values).

          "(b) When the output of Unit 4 is  reduced  below 150 MW for
          any reason,  PacifiCorp's  right to schedule  deliveries  to
          Palo Verde from Pinnacle  Peak/Four Corners shall be reduced
          megawatt-for-megawatt to the extent Unit 4 output is reduced
          below 150 MW.

          "(c)  Transfers  of power and energy  under this  Section 15
          shall  not  include  Firm  Capacity  acquired  by  APS  from
          PacifiCorp  under  the  Power  Agreement  and  delivered  by
          PacifiCorp at Glen Canyon/Four Corners."

                This Amendment No. 1 shall be effective upon its
approval or acceptance for filing by the Federal Energy
Regulatory Commission.

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         Purchase and Power Exchange Agreement (PacifiCorp/APS)



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                IN WITNESS WHEREOF, the Parties have signed this Agreement as of
the date first above written.
                                       PacifiCorp


                                       By Brian D. Sickels
                                          -------------------------------------
                                          Title:  Vice President, Power Systems
                                                            

                                                 Arizona Public Service Company


                                       By  Jack E. Davis
                                          -------------------------------------
                                       Title:  Vice President 
                                               Generation and Transmission

Page 4 - Amendment No. 1 to the Long-Term Power Transactions Agreement and Asset
         Purchase and Power Exchange Agreement (PacifiCorp/APS)