EXHIBIT 24(b)



                       Power of Attorney


      KNOW  ALL  MEN  BY  THESE PRESENTS,  that  the  undersigned

Principal   Executive  Officer,  Principal   Financial   Officer,

Principal Accounting Officer, officers and/or directors of Tucson

Electric Power Company, an Arizona corporation, which corporation

proposes  to file with the Securities and Exchange Commission  an

Annual Report on Form 10-K for the year ended December 31,  1998,

under the Securities Exchange Act of 1934, as amended, does  each

for  himself  and  not  for one another,  hereby  constitute  and

appoint Ira R. Adler, Dennis R. Nelson and Karen G. Kissinger and

each  of them, his true and lawful attorneys, in his name,  place

and  stead,  to sign his name to said proposed Annual  Report  on

Form  10-K  and any and all amendments thereto, and to cause  the

same to be filed with the Securities and Exchange Commission,  it

being  intended  to grant and hereby granting to said  attorneys,

and  each of them, full power and authority to do and perform any

act and thing necessary and proper to be done in the premises  as

fully and to all intents and purposes as the undersigned could do

if  personally present; and each of the undersigned  for  himself

hereby ratifies and confirms all that said attorneys, or any  one

of them, shall lawfully do or cause to be done by virtue hereof.



     IN WITNESS WHEREOF, each of the undersigned has hereunto set

their hand as of the 31st day of March, 1999.




/s/ James S. Pignatelli            /s/ Elizabeth T. Bilby
_____________________________      _____________________________
James S. Pignatelli                Elizabeth T. Bilby, Director
Principal Executive Officer
and Chairman of the Board of
Directors                          /s/ Harold W. Burlingame
                                   _____________________________
                                   Harold W. Burlingame, Director
/s/ Ira R. Adler
_____________________________
Ira R. Adler                       /s/ John L. Carter
Principal Financial Officer        _____________________________
and Director                       John L. Carter, Director


/s/ Karen G. Kissinger             /s/ Daniel W. Fessler
_____________________________      _____________________________
Karen G. Kissinger                 Daniel W. Fessler, Director
Principal Accounting Officer

                                   /s/ John A. Jeter
                                   _____________________________
                                   John A. Jeter, Director


                                   /s/ Martha R. Seger
                                   _____________________________
                                   Martha R. Seger, Director