<SUBMISSION>
<ACCESSION-NUMBER>0000950147-02-001501
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20021114
<ITEMS>5
<ITEMS>7
<FILING-DATE>20021115
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PINNACLE WEST CAPITAL CORP
<CIK>0000764622
<ASSIGNED-SIC>4911
<IRS-NUMBER>860512431
<STATE-OF-INCORPORATION>AZ
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-08962
<FILM-NUMBER>02830544
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>400 E VAN BUREN ST PO BOX 52132
<STREET2>P O BOX 52132
<CITY>PHOENIX
<STATE>AZ
<ZIP>85072-2132
<PHONE>6022501000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>400 E VAN BUREN ST
<STREET2>PO BOX 52132
<CITY>PHOENIX
<STATE>AZ
<ZIP>85072-2132
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>AZP GROUP INC
<DATE-CHANGED>19870506
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e-9250.txt
<DESCRIPTION>CURRENT REPORT DTD. 11/14/2002
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): November 14, 2002


                        PINNACLE WEST CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)


          Arizona                       1-8962                  86-0512431
(State or other jurisdiction         (Commission              (IRS Employer
     of incorporation)               File Number)         Identification Number)


400 North Fifth Street, P.O. Box 53999, Phoenix, Arizona        85072-3999
         (Address of principal executive offices)               (Zip Code)


                                 (602) 250-1000
              (Registrant's telephone number, including area code)


                                      NONE
          (Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.

     On November 8, 2002, Arizona Public Service Company ("APS") filed an
application (the "Interim Financing Application") with the Arizona Corporation
Commission (the "ACC") requesting a waiver of certain ACC rules to permit APS to
(a) make short-term advances to Pinnacle West Capital Corporation ("Pinnacle
West" or the "Company") in the form of an inter-affiliate line of credit or (b)
guarantee Pinnacle West's short-term debt. See "ACC Applications" in Note 5 to
Notes to Condensed Consolidated Financial Statements in the Pinnacle West
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002
(the "September 10-Q"). In either case, the waiver would be limited to a maximum
aggregate principal amount of $125 million and for a maximum term of 364 days.
An ACC special open meeting has been scheduled for November 22, 2002 for
consideration of the Interim Financing Application.

     On November 14, 2002, the staff ("ACC Staff") recommended that the Interim
Financing Application be approved without a hearing by granting APS a partial
waiver of the ACC affiliate rules, subject to the following conditions: (a) the
terms and conditions, including the pricing schedule, of the line of credit
between the Company and APS will be the same as those in the Company's bank
facility that is expiring November 29, 2002; (b) APS acquires a $125 million
security interest in certain Pinnacle West Energy Corporation assets to secure
the financing; (c) all amounts received by APS be deferred and accounted for in
a manner to allow amortization as a credit to customers; and, (d) the ACC will
examine ways to improve regulatory insulation between APS and its affiliates in
their consideration of APS' $500 million Financing Application filed on
September 16, 2002. See Note 5 in the September 10-Q. A copy of the ACC Staff's
recommendation is incorporated herein as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c)  Exhibits.

     Exhibit No.    Description
     -----------    -----------

        99.1        Open Meeting Memorandum dated November 14, 2002 to the ACC
                    from the Utilities Division
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        PINNACLE WEST CAPITAL CORPORATION
                                        (Registrant)


Dated: November 15, 2002                By: Barbara M. Gomez
                                            ------------------------------------
                                            Barbara M. Gomez
                                            Treasurer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>ex99-1.txt
<DESCRIPTION>OPEN MEETING MEMORANDUM DTD. 11/14/2002
<TEXT>
                                                                    Exhibit 99.1


                                  OPEN MEETING
                                   MEMORANDUM                     RECEIVED
TO: THE COMMISSION                                          2002 N0V 14 P 4:37
                                                            AZ CORP COMMISSION
FROM: Utilities Division                                    DOCUMENT CONTROL

DATE: November 14, 2002

RE:  IN THE MATTER OF THE APPLICATION OF ARIZONA PUBLIC SERVICE CO.
     FOR A WAIVER OF ARIZONA ADMINISTRATIVE CODE R14-2-804(B)(1) AND (2)
     (DOCKET NO. E-01345A-02-0840)

     On November 8, 2002,  Arizona Public Service Co. ("APS" or "Company") filed
an  application  for  a  waiver  of  Arizona   Administrative   Code  ("A.A.C.")
R14-2-804(B)(1)  and  (2)  (the  "Rules").   Specifically,  APS  seeks  to  make
short-term  advances of funds to its parent,  Pinnacle West Capital  Corporation
("Pinnacle West"), or to make short-term  guarantees of Pinnacle West's debt, as
more fully described below.

     The financing statutes would allow APS to execute this transaction  without
Commission  approval  but  for  Rule  804,  one of the  Commission's  affiliated
interests rules. Those rules state in relevant part:

     R14-2-804.  Commission Review of Transactions  Between Public Utilities and
          Affiliates
          B. A utility will not  consummate the following  transactions  without
          prior approval by the Commission:
          1. Obtain a financial  interest in any  affiliate not regulated by the
          Commission; or guarantee, or assume the liabilities of such affiliate;
          2. Lend to any  affiliate not  regulated by the  Commission,  with the
          exception of  short-term  loans for a period less than 12 months in an
          amount less than $100,000...(1)

     and

     R14-2-806. Waiver from the Provisions of this Article
     A. The Commission may waive compliance with any of the provisions of this
     Article upon a finding that such waiver is in the public interest.

     (1)  Rules  804 and 806 were  adopted  in 1990 as part of the  Commission's
affiliated interest rules. The Commission stayed these rules shortly after their
adoption in  anticipation  of  litigation.  In 1992,  the Arizona  Supreme Court
issued an  opinion  upholding  the  Commission's  authority  to adopt the rules.
Shortly  thereafter,  the  Commission  lifted the stay.  See  Decision No. 58063
(November 3, 1992). The Commission,  however,  did not completely lift the stay,
so portions of Rule 804 are still  subject to a partial  stay.  For  purposes of
this  case,  the  relevant  portions  of Rule  804(b)(1)  have not been  stayed.
Decision No. 58063 at 4. By contrast, relevant portions of Rule 804(b)(2) may be
subject to the partial stay. Decision No. 58063 at 5.
<PAGE>
THE COMMISSION
November 14, 2002
Page 2

The full text of rules 804 and 806 is set forth in Exhibit 1.

     APS intends to loan  Pinnacle West up to an aggregate  principle  amount of
$125,000,000  for a period of up to 364 days  ("Backup  Line of  Credit")  or to
guarantee Pinnacle West debt up to an aggregate principle amount of $125,000,000
("Interim  Guarantee")  for the  same  period.  APS  wants  to  undertake  these
obligations  because  Pinnacle  West  recently  lost  the  ability  to  renew  a
$125,000,000  364-day bank facility  ("Bank  Facility") that was used to support
Pinnacle West's commercial paper program. The Bank Facility expires November 29,
2002. The commercial  paper program funds  Pinnacle  West's ongoing  operations.
Commercial paper  programs-are-normally  backed by some form of credit,  such as
the expiring Bank  Facility,  and loss of such backup would  normally  result in
loss of an ability to sell commercial paper in the same amount.  Staff confirmed
that Pinnacle West is expected to suffer liquidity  problems if it was unable to
access its full commercial paper program,  including the $125,000,000 commercial
paper or similar program. -Pinnacle West needs the credit facility or a similar-
cash source to manage its cash flows over the next year. Without access to these
or similar  sources,  Pinnacle  West's  cash flow will  likely  become  negative
relatively soon.

     The application  states that the Backup Line of Credit or Interim Guarantee
is necessary  to  stabilize  the  financial  condition of Pinnacle  West and its
affiliates  and to avoid  rating  downgrades.  On November  4, 2002,  Standard &
Poor's Ratings Services ("S&P") lowered APS' corporate credit rating to BBB from
BBB+. The downgrade was the result of S&P's consolidating the ratings of APS and
Pinnacle  West  because  of a lack  of  regulatory  insulation  between  the two
entities.

     APS'  application  asserts  that it will not be required to borrow funds to
finance  either  the Backup  Line of Credit or the  Interim  Guarantee  and that
neither would result in a loss of APS' overall  credit quality or debt rating or
in any manner adversely affect APS customers.  The application further indicates
that APS would avoid further deleterious financial consequences through Pinnacle
West if the  application  was  granted and APS was allowed to support its parent
through the Backup Line of Credit or the Interim Guarantee.

     APS  asserts  that "it is  making  this  emergency  request  to  address  a
deteriorating   financial   situation  arising  from  the  Arizona   Corporation
Commission's  ("Commission")  dramatic  "reversal of course" on  divestiture  of
generation assets by APS and the necessary  integration of APS and Pinnacle West
Energy  Corporation  ("PWEC")  generation  as  called  for  under  the  1999 APS
Settlement Agreement and the Commission's  Electric Competition Rules." Contrary
to APS'  assertions,  Staff believes that the exigent  circumstances  are due to
market  conditions quite apart from any Arizona action.  Those market conditions
include a reduction in credit  extended to the energy  industry  generally.  See
Exhibit 2 for  articles on the current  credit  situation.  The article  "Energy
Industry's Debt Is Long-Term Problem" from THE WALL STREET JOURNAL states that a
Standard & Poor's report  concludes that a combination of factors makes this one
of the  worst  times in  recent  history  to  refinance  debt  [for  the  energy
industry]. THE WASHINGTON POST article
<PAGE>
THE COMMISSION
November 14, 2002
Page 3

"A Shock to the System"  reports that "[S]ince July,  S&P has downgraded  credit
ratings on 57 power companies,  compared with nine downgrades in the same period
a year ago." The article  "Electric  Industry Hits Credit  Crisis" from THE Wall
STREET  Journal  indicates  that in the first nine months of 2002 there were 135
credit  downgrades  of utility  holding  companies and their  subsidiaries.  The
article states,

     "Utility companies,  electric and gas, are carrying big debt loads piled on
     in the late 1990s as companies  prepared for energy industry  deregulation.
     More  recently,  they have  suffered  from lower cash flow after  wholesale
     energy prices  collapsed.  The result is that companies are finding it more
     difficult and more  expensive to roll over debt and to complete  costly new
     generation and transmission projects."

     In Staff's  assessment,  the situation described by APS presents an exigent
circumstance,  especially  when viewed in the context of the energy  sector as a
whole.  Failing to address the  liquidity  problem at Pinnacle  West could cause
significant  problems for APS. Because of this risk and because of the attendant
turmoil  currently  surrounding the energy industry,  Staff believes that prompt
action by the  Commission is  appropriate.  Staff believes that the limited size
and duration of the request weighed against the potential harm that could accrue
to APS indicates that the waiver is in the public interest.

     Finally,  Staff believes that granting this  application  will preserve the
status quo without prejudicing the Commission's  ability to evaluate the pending
APS  financing  application.   Staffs  recommendation  to  approve  this  waiver
application  is not  intended  to  indicate a  position  regarding  the  pending
financing application in Docket No. E-10345A-02-0707.

     Staff further believes that the lack of regulatory  insulation  between APS
and  Pinnacle  West  has  the  potential  to  result  in APS  suffering  further
deleterious  derivative financial  consequences,  such as rating downgrades,  if
Pinnacle West suffered liquidity problems.  For these reasons,  Staff recommends
that the  Commission  examine  methods for improving the  regulatory  insulation
between APS and its affiliates in the pending financing application.

     Staff recommends that APS be granted a waiver of Rule 804(B)(1) and, to the
extent necessary, Rule 804(B)(2) subject to the following four conditions:

          (1)  The pricing schedule between Pinnacle West and APS for the Backup
               Line of Credit  shall be the  existing  pricing  schedule  on the
               expiring Bank Facility at Level IV status (or Level V if Pinnacle
               West's ratings fall below either BBB- by S&P or Baa3 by Moody's).
               Other terms and  conditions of the Backup Line of Credit shall be
               the same as the expiring Bank Facility.

          (2)  APS shall  acquire a  $125,000,000  security  interest in certain
               Pinnacle West Energy Corp. assets.
<PAGE>
THE COMMISSION
November 14, 2002
Page 4

          (3)  All revenues  received by APS pursuant to this authority shall be
               deferred and accounted for in a manner to allow amortization as a
               credit to customers in the next rate case.

          (4)  The Commission shall examine methods for improving the regulatory
               insulation   between  APS  and  its  affiliates  in  the  pending
               financing application.

     These  conditions  are  designed  to ensure  that APS'  ratepayers  will be
adequately protected from any potential risk associated with this transaction.

     Staff recommends approval of the application without a hearing.

     If the Commission does not act on this matter before December 8, 2002, APS'
request for a waiver will be granted by operation of law.  Accordingly,  if the.
Commission  wishes to set this matter for hearing or to  otherwise  delay acting
upon this  application,  it will be  necessary  to suspend it pursuant to A.A.C.
R14-2-806(C).


/s/ Ernest G. Johnson

Ernest G. Johnson
Director
Utilities Division

EGJ:JST

ORIGINATOR: John S. Thornton, Jr.

CC: Parties of record, Docket No. E-01345A-02-0707
<PAGE>
                                    EXHIBIT 1

                           ARIZONA ADMINISTRATIVE CODE
                               TITLE 14, ARTICLE 8
                        PUBLIC UTILITY HOLDING COMPANIES
                            AND AFFILIATED INTERESTS
<PAGE>
                                    EXHIBIT 2

                     NEWS ARTICLES ON ENERGY INDUSTRY CREDIT


1.   "Credit Markets, Energy Industry's Debt Is Long-Term Problem," The Wall
     Street Journal, November 6, 2002

2.   "A Shock to the System," Washington Post, November 12, 2002.
     http://www.washingtonpost.com/ac2/wp-dyn/A40872-2002Nov11?language=printer

3.   "Electric Industry Hits Credit Crisis," Wall Street Journal,
     October 15, 2002
<PAGE>
                                    EXHIBIT 3

                           PROPOSED ORDER AND OPINION
<PAGE>

                    BEFORE THE ARIZONA CORPORATION COMMISSION

WILLIAM A. MUNDELL
  Chairman
JIM IRVIN
  Commissioner
MARC SPITZER
  Commissioner


IN THE MATTER OF THE EMERGENCY              )        DOCKET NO. E-01345A-02-0840
APPLICATION OF ARIZONA PUBLIC               )
SERVICE COMPANY FOR A PARTIAL               )        DECISION NO. ______________
WAIVER OF A.A.C. R14-2-804(B)(1) AND (2)    )
____________________________________________)        ORDER

Special Open Meeting
November 22, 2002
Phoenix, Arizona

BY THE COMMISSION:

                                FINDINGS OF FACT

     1. On November 8, 2002,  Arizona  Public  Service Co.  ("APS" or "Company")
filed an  application  for a waiver of Arizona  Administrative  Code  ("A.A.C.")
R14-2-804(B)(1)  and  (2)  (the  "Rules").   Specifically,  APS  seeks  to  make
short-term  advances of funds to its parent,  Pinnacle West Capital  Corporation
("Pinnacle West"), or to make short-term  guarantees of Pinnacle West's debt, as
more fully described below.

     2. The  financing  statutes  would  allow APS to execute  this  transaction
without Commission approval but for Rule 804, one of the Commission's affiliated
interests rules. Those rules state in relevant part:

          R14-2-804.  Commission Review of Transactions Between Public Utilities
          and Affiliates
          B. A utility will not  consummate the following  transactions  without
          prior approval by the Commission:
          1. Obtain a financial  interest in any  affiliate not regulated by the
          Commission, or guarantee, or assume the liabilities of such affiliate;
          2. Lend to any  affiliate not  regulated by the  Commission,  with the
          exception of  short-term  loans for a period less than 12 months in an
          amount less than $100,000...
     and
<PAGE>
Page 2                                               Docket No. E-01345A-02-0840

          R14-2-806. Waiver from the Provisions of this Article
          A. The Commission may waive  compliance  with any of the provisions of
          this  Article  upon a  finding  that  such  waiver  is in  the  public
          interest.

     3. APS intends to loan Pinnacle West up to an aggregate principle amount of
$125,000,000  for a period of up to 364 days  ("Backup  Line of  Credit")  or to
guarantee Pinnacle West debt up to an aggregate principle amount of $125,000,000
("Interim  Guarantee")  for the  same  period.  APS  wants  to  undertake  these
obligations  because  Pinnacle  West  recently  lost  the  ability  to  renew  a
$125,000,000  364-day bank facility  ("Bank  Facility") that was used to support
Pinnacle West's commercial paper program. The Bank Facility expires November 29,
2002. The commercial  paper program funds  Pinnacle  West's ongoing  operations.
Commercial  paper programs are normally  backed by some form of credit,  such as
the expiring Bank  Facility,  and loss of such backup would  normally  result in
loss of an ability to sell commercial paper in the same amount.

     4. Staff  confirmed  that  Pinnacle  West is expected  to suffer  liquidity
problems if it was unable to access its full commercial paper program, including
the $125,000,000  commercial  paper or similar program.  Pinnacle West needs the
credit  facility or a similar cash source to manage its cash flows over the next
year. Without access to these or similar sources, Pinnacle West's cash flow will
likely become negative relatively soon.

     5. The  application  states  that the  Backup  Line of  Credit  or  Interim
Guarantee is necessary to stabilize the financial condition of Pinnacle West and
its affiliates and to avoid rating downgrades.  On November 4, 2002,  Standard &
Poor's Ratings Services ("S&P") lowered APS' corporate credit rating to BBB from
BBB+. The downgrade was the result of S&P's consolidating the ratings of APS and
Pinnacle  West  because  of a lack  of  regulatory  insulation  between  the two
entities.

     6. APS' application asserts that it will not be required to borrow funds to
finance  either  the Backup  Line of Credit or the  Interim  Guarantee  and that
neither would result in a loss of APS' overall  credit quality or debt rating or
in any manner adversely affect APS customers.  The application further indicates
that APS would avoid further deleterious financial consequences through Pinnacle
West if the  application  was  granted and APS was allowed to support its parent
through the Backup Line of Credit or the Interim Guarantee.

                                                     Decision No. ______________
<PAGE>
Page 3                                               Docket No. E-01345A-02-0840


     7. APS  asserts  that "it is making  this  emergency  request  to address a
deteriorating   financial   situation  arising  from  the  Arizona   Corporation
Commission's  ("Commission")  dramatic  "reversal of course" on  divestiture  of
generation assets by APS and the necessary  integration of APS and Pinnacle West
Energy  Corporation  ("PWEC")  generation  as  called  for  under  the  1999 APS
Settlement  Agreement and the Commission's  Electric  Competition Rules." Staff,
however, established that the exigent circumstances are due to market conditions
quite apart from any Arizona action. Those market conditions include a reduction
in credit extended to the energy industry generally.

     8. In Staff's  assessment,  the  situation  described  by APS  presents  an
exigent circumstance, especially when viewed in the context of the energy sector
as a whole.  Failing to address the  liquidity  problem at  Pinnacle  West could
cause  significant  problems  for APS.  Because of this risk and  because of the
attendant  turmoil currently  surrounding the energy industry,  prompt action by
the  Commission  is  appropriate.  The limited  size and duration of the request
weighed  against the potential  harm that could accrue to APS indicates that the
waiver is in the  public  interest.  Finally,  granting  this  application  will
preserve the status quo without prejudicing the Commission's ability to evaluate
the pending APS financing  application.  Approval of this waiver  application is
not  intended  to  prejudge  the  pending  financing  application  in Docket No.
E-10345A-02-0707

     9. Staff further  believes that the lack of regulatory  insulation  between
APS and  Pinnacle  West has the  potential  to result in APS  suffering  further
deleterious  derivative financial  consequences,  such as rating downgrades,  if
Pinnacle West suffered liquidity problems.  For these reasons,  Staff recommends
that the  Commission  examine  methods for improving the  regulatory  insulation
between APS and its affiliates in the pending financing application.

     10. Staff recommends that APS be granted a waiver of Rule 804(B)(1) and, to
the extent necessary, Rule 804(B)(2) subject to the following four conditions:

     (a) The pricing  schedule between Pinnacle West and APS for the Backup Line
     of Credit  shall be the  existing  pricing  schedule on the  expiring  Bank
     Facility at Level IV status (or Level V if  Pinnacle  West's  ratings  fall
     below either BBB- by S&P or Baa3 by Moody's). Other terms and conditions of
     the Backup Line of Credit shall be the same as the expiring Bank Facility.

                                                     Decision No. ______________
<PAGE>
Page 4                                               Docket No. E-01345A-02-0840


     (b) APS shall acquire a $125,000,000  security interest in certain Pinnacle
     West Energy Corp. assets.
     (c) All  revenues  received  by APS  pursuant  to this  authority  shall be
     deferred and accounted for in a manner to allow amortization as a credit to
     customers in the next rate case.
     (d) The  Commission  shall examine  methods for  improving  the  regulatory
     insulation  between  APS  and  its  affiliates  in  the  pending  financing
     application.

     These  conditions  are  designed  to ensure  that APS'  ratepayers  will be
adequately protected from any potential risk associated with this transaction.

                               CONCLUSIONS OF LAW

     1. Arizona  Public  Service Co. is an Arizona  public  service  corporation
within the meaning of Article XV, Section 2 of the Arizona Constitution.

     2. The  Commission  has  jurisdiction  over Arizona Public Service Co., and
over the subject matter of the application.

     3. The Commission  having reviewed the  application and Staff's  memorandum
dated November 14, 2002,  concludes that it is in the public interest to approve
a waiver to  A.A.C.  R14-2804(B)(1)  and (2)  under  the  terms  and  conditions
described above,  including conditions (a) through (d) articulated in Finding of
Fact 10.
                                      ORDER

     IT IS THEREFORE  ORDERED that Arizona  Public  Service  Corp. be approved a
waiver  to  A.A.C.  R14-2-804(B)(1)  and (2)  under  the  terms  and  conditions
described above,  including conditions (a) through (d) articulated in Finding of
Fact 10.

     IT  IS  FURTHER   ORDERED  that  this  Decision   shall  become   effective
immediately.

     BY ORDER OF THE ARIZONA CORPORATION COMMISSION


________________________________________________________________________________
CHAIRMAN                      COMMISSIONER                 COMMISSIONER

                                        IN WITNESS WHEREOF,  I, BRIAN C. McNEIL,
                                        Executive   Secretary   of  the  Arizona
                                        Corporation  Commission,  have hereunto,
                                        set my hand and caused the official seal
                                        of this  Commission to be affixed at the
                                        Capitol,  in the City of  Phoenix,  this
                                        day of , 2002.

                                                     Decision No. ______________
<PAGE>
Page 5                                               Docket No. E-01345A-02-0840


                                        ________________________________________
                                        BRIAN C. McNEIL
                                        Executive Secretary






DISSENT: ______________________

EGJ:JST

                                                     Decision No. ______________
<PAGE>
Page 6                                               Docket No. E-01345A-02-0840


SERVICE LIST FOR: Arizona Public Service Co.
DOCKET NO. E-01345A-02-0840

Thomas L. Mumaw
PINNACLE WEST CAPITAL CORP
LAW DEPARTMENT
P.O. Box 53999, MS 8695
Phoenix, Arizona 85004-3999

Mr. Ernest G. Johnson, Esq.
Director, Utilities Division
Arizona Corporation Commission
1200 West Washington Street
Phoenix, Arizona 85007

Mr. Christopher C. Kempley, Esq.
Chief, Legal Division
Arizona Corporation Commission
1200 West Washington Street
Phoenix, Arizona 85007

                                                     Decision No. ______________

</TEXT>
</DOCUMENT>
</SUBMISSION>
