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) October 9, 1998
                                                     --------------------  

                              TNP ENTERPRISES, INC.
               (Exact name of registrant as specified in charter)

                                      Texas
                 (State or other jurisdiction of Incorporation)

             1-8847                      75-1907501
           (Commission File Number) (IRS Employer Identification No.)

        4100 International Plaza, P.O. Box 2943, Fort Worth, Texas 76113
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                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (817) 731-0099
                                                   ---------------------------




                         TEXAS-NEW MEXICO POWER COMPANY
               (Exact name of registrant as specified in charter)

                                      Texas
                 (State or other jurisdiction of Incorporation)

                       2-97230               75-0204070
           (Commission File Number)       (IRS Employer Identification No.)

        4100 International Plaza, P.O. Box 2943, Fort Worth, Texas 76113
       ------------------------------------------------------------------
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code:        (817) 731-0099
                                                  ----------------------------


          ------------------------------------------------------------
          (Former name or former address, if changed since last report)





Item 5.  Other Events.
     On August 11, 1998,  the Board of Directors of TNP  Enterprises,  Inc. (the
"Company")  extended  and amended  the  Company's  shareholder  rights plan (the
"Rights Plan")  originally  adopted in 1988, which was due to expire on November
4, 1998. 
         On September 21, 1998,  the Company  mailed a description of the Rights
Plan, as amended,  to its shareholders and issued a press release describing the
Rights  Plan,  as  amended.   The  information   contained  in  the  message  to
shareholders  and the press  release are filed  herewith  as Exhibits  99(a) and
99(b), respectively, and are incorporated herein by reference.

Item 7.  Exhibits.

10     Amended and Restated Rights Agreement between TNP Enterprises, Inc. and
       The Bank of New York, as Rights Agent, dated August 11, 1998.
99(a)  Description  of  Shareholder  Rights  Agreement  provided to Company
       Shareholders.
99(b)  Press Release dated September 21, 1998.


                                   SIGNATURES

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


                                                     TNP ENTERPRISES, INC.
                                                     (Registrant)



Date:  October 9, 1998                               By:  /s/ Paul W. Talbot
                                                         -----------------------
                                                          Paul W. Talbot
                                                          Secretary