Exhibit 99


                   UniSource Energy Corp.
                   ---------------------    


FOR IMMEDIATE RELEASE                          March 5, 1999


Media Contact:              Alan Lee Bunnell, (520) 884-3797  
Financial Analyst Contact:  Victoria Jedicke, (520) 884-3931


       UNISOURCE ENERGY ADOPTS SHAREHOLDER RIGHTS PLAN
       -----------------------------------------------

UniSource  Energy  Corporation (NYSE: UNS)  announced  today
that its Board of Directors has adopted a Shareholder Rights
Plan.

"The  Rights  Plan  is  similar to plans  adopted  by  other
companies, including utilities, and is intended to safeguard
the  interests of shareholders should an effort be  made  to
acquire  the  Company at a price that does not reflect  fair
value,"  said  James S. Pignatelli, Chairman, President  and
Chief Executive Officer.

Pignatelli  emphasized that the Rights Plan was not  adopted
in response to any effort to acquire control of the Company,
and said the Company is not aware of any takeover effort.

In  connection  with the adoption of the  Rights  Plan,  the
Company's  Board distributed one Right for each  outstanding
share  of  Common Stock. Initially, each Right will  entitle
shareholders to purchase one ten-thousandth of  a  share  of
the  Company's Series X Preferred Stock for $50. The  Rights
will  trade automatically with the Common Stock when  it  is
bought and sold.

The  Rights currently are not exercisable. In the event that
any  person or group acquires 15% or more of the outstanding
shares  of  Common Stock, the Rights may become  exercisable
entitling  each holder (other than the acquiring  person  or
group) to purchase that number of shares of Common Stock (or
cash  or  other securities of the Company) having  a  market
value  equal to two times the current exercise price of  the
Right.

Further,  if the Company were acquired in a merger or  other
business combination transaction after a person or group has
acquired  15%  or more of the outstanding shares  of  Common
Stock,  each  Right would entitle its holder to  purchase  a
number  of  the acquiring company's common shares  having  a
market value of two times the current exercise price of  the
Right.

The  Company may redeem or amend the Rights Plan at any time
until  any person or group has acquired 15% or more  of  the
outstanding  shares of Common Stock. Afterward, the  Company
may  amend the plan as long as the amendment does  not  have
any material adverse impact on holders of the Rights.

Rights  will be effective on shares outstanding as of  April
1, 1999. No separate certificates will be issued. The Rights
will  be  evidenced by the existing stock  certificates  and
will  expire  on  March 31, 2009. The  distribution  is  not
taxable  to shareholders. Details are contained in a summary
of the Rights that will be mailed to all shareholders of the
Company immediately after the record date.

UniSource  Energy's  principal  affiliates  include   Tucson
Electric  Power Company, New Energy Ventures, Inc.,  one  of
the  nation's  leading representatives  for  energy  buyers;
Advanced Energy Technologies, Inc., a developer of renewable
energy  and  distributed  generation  technologies;  Nations
Energy   Corporation,   an  independent   power   developer;
Southwest Energy Solutions, and SWPP Investment Co.


Public Affairs
P.O. Box 711
Tucson, AZ 85702
(520) 884-3742
www.unisourceenergy.com
www.tucsonelectric.com