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, 2003,
under the Securities Exchange Act of 1934, as amended, does each for himself and
not for one another, hereby constitute and appoint Kevin P. Larson, Vincent
Nitido, Jr. 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 15th day of March, 2004.



/s/ James S. Pignatelli                       /s/ Lawrence J. Aldrich
- ------------------------------------          -----------------------
James S. Pignatelli                           Lawrence J. Aldrich, Director
Principal Executive Officer
and Chairman of the Board of
Directors

/s/ Kevin P. Larson                           /s/ Elizabeth T. Bilby
- ------------------------------------          ----------------------
Kevin P. Larson                               Elizabeth T. Bilby, Director
Principal Financial Officer



/s/ Karen G. Kissinger                        /s/ Harold W. Burlingame
- ------------------------------------          ------------------------
Karen G. Kissinger                            Harold W. Burlingame, Director
Principal Accounting Officer



                                              /s/ John L. Carter
                                              ----------------------
                                              John L. Carter, Director




                                              /s/ Robert A. Elliott
                                              ----------------------
                                              Robert A. Elliott, Director




                                              /s/ Kenneth Handy
                                              ----------------------
                                              Kenneth Handy, Director




                                              /s/ Warren Y. Jobe
                                              ----------------------
                                              Warren Y. Jobe, Director